Terms of Service Agreement
THE READY MAKERS SERVICE IS NOT INTENDED FOR USE BY ANY USER UNDER 13 YEARS OF AGE WHOSE PARENTS HAVE NOT RECEIVED SPECIFIC WRITTEN CONSENT TO USE THE SERVICE FROM THEIR PARENTS OR EDUCATIONAL INSTITUTION.
SPECIAL NOTE FOR READY USERS AT LEAST 13 YEARS OLD AND UNDER 18 YEARS OLD
This is a legal agreement, and it is very important that you and your parent or guardian understand exactly what you are agreeing to when you become a Ready member. Please read this agreement with your parent or legal guardian before you use any Ready websites or software, and please ask about anything you do not understand. If you or your parents have any questions about this agreement, you can reach us at hey@getready.io.
IMPORTANT NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY.
This Terms of Service (“Agreement”) is a legal agreement between you (referred to herein as “you” or “your”) and
Ready Makers, Inc.(“we”, “our”, or “us”) for access to and use of our website with a
homepage available at http://www.getready.io (the “Website”), our application(s) for mobile devices
(“Mobile Software”), and our related software and services (collectively, the “Service”).
BY DOWNLOADING OR INSTALLING MOBILE SOFTWARE OR BY OTHERWISE ACCESSING OR
USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT, WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICE. IF ANY OF
THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES
ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE
SERVICE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL
INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.
YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT
AND TO BE BOUND BY ITS TERMS. IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE
YOUR CONSENT TO YOUR CHILD'S REGISTRATION WITH, OR USE OF, THE SERVICE, YOU
AGREE TO BE BOUND BY THIS AGREEMENT IN RESPECT OF THEIR USE OF THE SERVICE.
1. Use of the Service by You.
A. We provide the Service for educational, entertainment and promotional purposes only. You may
not rely on any information or opinions expressed on the Service for any other purpose. In all
instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or
usefulness of Content (defined below). We do not endorse or warrant, and are not responsible
for, the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement
made on the Service by anyone other than our authorized employees or spokespersons while
acting in their official capacities.
B. The Service may contain links to other websites or services maintained by third parties. We do
not operate or control, in any respect, or necessarily endorse the content found on thirdparty
websites or services. You assume sole responsibility for your use of thirdparty links, websites,
products and services.
C. You agree that (i) you will use the Service solely for your own, noncommercial, personal use in
accordance with this Agreement and in accordance with any specific rules or usage provisions
specified by us on the Service, (ii) all information supplied by you to us will be true, accurate,
current and complete, and (iii) you will review the latest version of this Agreement posted on the
Service from time to time to check for amendments that may apply to you (as more fully
described below). We retain the right at our sole discretion to deny or suspend access to the
Service to anyone, at any time and for any reason, without liability.
D. You acknowledge and agree that your use of the Service, including, without limitation, the
storage of any data, files, information and/or other materials on a server owned or under our
control or in any way connected to the Service, shall be at your sole risk and responsibility and
we shall have no obligation to backup such data, files, information and/or other materials. We
expressly reserve the right to limit storage capacity and to remove and/or delete any data, files,
and/or other information stored or used in connection with the Service for any reason including,
without limitation, if we deem, in our sole discretion, such data to be in violation of this
Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.
E. You are solely responsible for any breach of your obligations under this Agreement and for the
consequences thereof (including, without limitation, any loss or damage which anyone may suffer) of any
such breach.
F. We cannot always foresee or anticipate technical or other difficulties which may result in failure
to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume
responsibility for the timeliness, accuracy, deletion, nondelivery or failure to store any user data,
communications or settings.
G. By connecting to the Service with a thirdparty service (e.g., Facebook), you give us permission
to access and use information, content and/or material you have supplied to that service as
permitted by that service.
H. Please remember that you are solely responsible for your interactions with other users of the
Service. We reserve the right, but have no obligation, to monitor disputes between you and any
other user of the Service, or any user’s action or inaction.
I. You represent, warrant, and agree that you will not:
(i) use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent
with this Agreement and/or any and all applicable local, state, national and international laws and
regulations and treaties;
(ii) use the Service for the distribution, housing, processing, propagation, storage, or other handling
of, any Content (as defined below) or other material prohibited by this Agreement, or any material
that may create a risk of any loss or damage to any person or property, or any other material
(including, without limitation, links to such material) that we deem, in our sole discretion, to be
objectionable whether or not such material is unlawful;
(iii) permit or otherwise enable unauthorized users to access and/or use the Service;
(iv) use the Service to export software or data in violation of applicable U.S. laws or regulations;
(v) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise
permit any third party to use or have access to the Service for any purpose (except as expressly
permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a
derivative work of, display in human readable form, attempt to discover any source code that
comprises any part of the Service;
(vi) remove any copyright, trademark, patent or other proprietary notices from the Service or any
Content on the Service;
(vii) distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not
expressly permitted under this Agreement;
(viii) frame or utilize framing techniques to enclose the Service, or any portion thereof;
(ix) exploit the Service or collect any data incorporated in the Service in any automated manner
through the use of bots, metaspiders, crawlers or any other automated means;
(x) register as a user of the Service by providing false, inaccurate, or misleading information;
(xi) post hyperlinks to commercial services or websites;
(xii) impersonate any person or entity, including, without limitation, an employee of ours, or falsely
state or otherwise misrepresent your affiliation with a person or entity;
(xiii) collect personal data about other users of the Service for commercial purposes;
(xiv) post or otherwise make available irrelevant Content (as defined below), repeatedly post or make
available the same or similar Content or otherwise impose an unreasonable or disproportionately
large load on our infrastructure;
(xv) attempt to gain unauthorized access to our computer systems (including any nonpublic areas of
the Service) or engage in any activity that disrupts, diminishes the quality of, probes for
vulnerability, interferes with the performance of, or impairs the functionality of, the Service (or the
servers and networks which are connected to the Service);
(xvi) make available Content (as defined below) that in our opinion constitutes or contains "affiliate
marketing," "link referral codes," "junk mail," "spam," "chain letters," "pyramid schemes," or
unsolicited commercial advertisement, except to the extent such Content is provided to you by us
or one of our affiliates for a purpose specifically authorized by us in writing;
(xvii) create or attempt to create multiple user accounts;
(xviii) access or use the Service if you have been previously banned from the Service by us;
(xix) use the Service for any commercial purpose or for the benefit of any third party, except as
otherwise explicitly permitted for you by us;
(xx) use the Service to encourage any conduct that (1) violates any applicable law or regulation, or
any term or condition of this Agreement, or (2) could create a risk of harm, loss or damage of any
(xxi) attempt to access or search the Service or Content in order to scrape any Content or information
from the Service, or otherwise use, upload Content to, or create new links, posts or referrals in
the Service through the use of any computerized or mechanized process, engine, software, tool,
agent, device or mechanism other than the software provided by us or other generally available
third party web browsers; or
(xxii) use the Service to stalk or harass any person.
2. Provision of the Service by Us.
You acknowledge and agree that the form and nature of the
Service which we provide may change from time to time without prior notice to you. You acknowledge
and agree that we may decline to provide you access to the Service or stop (permanently or temporarily)
providing the Service (or any features or programs or Content within the Service) to you or to users
generally at our sole discretion, without liability or prior notice to you. You may stop using the Service at
any time. You do not need to specifically inform us when you stop using the Service. You acknowledge
and agree that if we disable access to your account, you may be prevented from accessing the Service,
your account details, or any files or other Content which is contained in your account. You acknowledge
and agree that while we may not currently have set a fixed upper limit on the amount of storage space
used for the provision of the Service, or the duration of time that we will store any information on your
behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any
new features that augment or enhance the current Service shall be subject to this Agreement.
3. Access to the Service; Reservation of Rights.
A. Subject to your compliance with this Agreement, we hereby give you a personal, revocable,
worldwide, nonassignable and nonexclusive right to access and use the Service in the manner
and for the purposes expressly permitted by the Agreement. We also hereby grant you a limited,
revocable, and nonexclusive right to create a hyperlink to the Website or subdomains thereof so
long as the link does not portray us, our parents, subsidiaries, or affiliates, or products or
services provided by us or our parents, subsidiaries or affiliates in a false, misleading,
derogatory, or otherwise offensive manner in our sole judgment. You may not assign (or grant a
sublicense of) your rights to use the Service, grant a security interest in or over your rights to
use the Service, or otherwise transfer any part of your rights to use the Service and any such
attempt shall be null and void at the time of such attempt.
B. We reserve all right, title and interest in and to the Service not expressly granted to you under this
Agreement. There are no implied licenses under this Agreement.
4. Password; Account Security.
To use certain features and functionalities of the Service, you must
create an account with us, and provide certain personal information about yourself to us. If you create an
account, you represent and warrant that you have never been convicted of a felony and that you are not
required to register as a sex offender with any government entity. You agree and understand that you are
responsible for maintaining the confidentiality of passwords associated with any account you use to
access the Service. Accordingly, you agree that you will be solely responsible to us for all activities that
occur under your account. If you become aware of any unauthorized use of your password or of your
account, you agree to notify us immediately at hey@getready.io
5. Purchases.
A. Memberships, points and other products may be offered for sale through the Service. You must
be at least eighteen (18) years old and have a valid credit card issued in your name to purchase
goods and/or services offered via the Service. If you are under 18, your parent or guardian can
make or authorize purchases associated with your account. In the event you wish to make a
purchase, you will be asked by us or an authorized third party on our behalf to supply certain
information such as your full name, address and credit card and/or other billing information or
account information associated with a third party platform, like the Apple or Google Play stores.
You agree to provide us or such third party with accurate, complete and current information at all
times, and to comply with the terms and conditions of any ancillary agreement that you may
enter into which governs your purchase. You shall be responsible for all charges made in your
order as well as for any applicable taxes. We reserve the right to refuse any order you place with
us. In the event we make a change to or cancel an order, we will attempt to notify you by
contacting the email and/or billing address/phone number provided at the time the order was
made. To the fullest extent permitted by law, membership fees and prepaid point purchases are
nonrefundable.
B. Your right to any memberships, points or other products that are available is conditional on our
receipt of the appropriate payment for such products. If such payment cannot be charged to your
credit card or if a charge is refunded for any reason, including chargeback, you agree that we
reserve the right to cancel your order.
C. We attempt to be as accurate as possible in describing membership subscriptions and other
products (including pricing) offered for purchase; however, we do not warrant that all such
descriptions are complete, current or errorfree. From time to time there may be information on
the Service that contains typographical errors, inaccuracies, or omissions that may relate to
product descriptions, pricing, and availability. We reserve the right to correct any errors,
inaccuracies or omissions and to change or update information at any time without prior notice
(including after orders are submitted).
D. We reserve the right, without liability or prior notice, to revise, discontinue, or cease to make
available any or all products or to cancel any order. If there is any revision, discontinuance, or
cessation, we may, in our discretion, provide memberships, points or other products which have
substantially similar functionality and specifications to the items or subscriptions ordered or
cancel your order.
6. Content in the Service.
A. You understand that all information and materials (including, without limitation, data files, written
text, computer software, music, audio files or other sounds, photographs, videos or other
images) accessible as part of, or through the use of, the Service are the sole responsibility of the
person from which such information originated. All such information is referred to as “Content”.
B. You acknowledge that Content presented to you as part of the Service may be protected by
intellectual property rights which are owned by the persons and/or entities that provide that
Content to us (or by other persons or companies on their behalf). You may not modify, rent,
lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in
part) unless you have been specifically told that you may do so by us or by the owners of that
Content, in writing.
C. We reserve the right (but shall have no obligation) to prescreen, review, flag, filter, modify,
refuse or remove any or all Content.
D. You understand that by using the Service you may be exposed to Content that you may find
objectionable and that, in this respect, you use the Service at your own risk.
E. You agree that you are solely responsible for (and that we have no responsibility to you or to any
third party for) any Content that you create, transmit or display while using the Service and for
the consequences of your actions (including, without limitation, any loss or damage which any
person may suffer) by doing so.
F. Content that you create, transmit, or display while using the Service must be appropriate for the
Service. We may reject, remove, or edit any Content that: (i) is unlawful, harassing, defamatory,
abusive, hateful, threatening, obscene, harmful, tortious, libelous, or invasive of another's
privacy; (ii) attacks the character or damages the reputation of other users, namecalls, insults,
ridicules, mocks, electronically stalks or otherwise harasses another individual; (iii) contains
material or language that is profane, pornographic, sexually graphic, ethnically offensive, “off
color,” political, or propaganda; (iv) contains crude, vulgar or offensive images or nudity; (v)
infringes or violates any party's rights, including, without limitation, using thirdparty copyrighted
materials or the names or likenesses of others without appropriate permission and attribution,
using thirdparty trademarks without appropriate permission or attribution or in a way that is likely
or intended to cause confusion, or using or distributing thirdparty information (whether or not
protected as a trade secret) in violation of a duty of confidentiality; (vi) has been broadcasted,
streamed, published or televised in any form of media, including, without limitation, television,
books and movies; (vii) contains any advertising, promotional materials, chain letters, spam, junk
mail, or any other type of unsolicited mass email to people or entities that have not agreed to be
part of such mailings; (viii) uses the Service to buy or solicit any goods, services, or money to
advertise or sell products or services of others; (ix) depicts or describes any activities that would
violate the personal privacy rights of others; (x) impersonates any person or entity; falsely states
or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes,
forges, or misrepresents transmission information, including, without limitation, headers, return
mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the
origin of any Content transmitted to the Service; (xi) contains any worms, viruses, or other
harmful, disruptive, or destructive files, code, or programs; (xii) interferes with, disrupts, or harms
in any way the Service or any servers or networks connected to the Service; (xiii) uses the
Service for any illegal purpose, or violates any applicable local, state, national, foreign or
international law or regulation, intentionally or unintentionally; (xiv) promotes drugs, illegal or
inappropriate activities or any other dangerous behavior that may result in harm; (xv) posts on
behalf of a banned user; or (xvi) we otherwise determine to be inappropriate for the Service or
inconsistent with our image and reputation.
7. Intellectual Property.
A. You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and
to the Service, including, without limitation, any intellectual property rights which subsist in the
Service (whether those rights happen to be registered or not, and wherever in the world those
rights may exist) including, without limitation, all rights with respect to copyrights, patents,
trademarks, service marks, moral rights, trade names, domain names, technology, mask works,
knowhow, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas,
source code and object code, data, and similar rights including, without limitation, the information
in any application, registration, or renewal thereof that may be protected under the intellectual
property laws, regulations, or rules of any country. Without limiting the foregoing, the “look and
feel” of the Service, and the compilation, assembly, and arrangement of the materials of the
Service and any and all copyrightable material, and all intellectual property rights to the same,
are owned or controlled by us, our licensors, or both.
B. You agree that in using the Service, you will not use any trademark, service mark, trade name,
logo of any company or organization in a way that is likely or intended to cause confusion about
the owner or authorized user of such marks, names or logos.
8. Grant of Rights.
A. You retain copyright and any other rights you already hold in Content which you upload or
otherwise submit to, or make available on, the Service.
B. By posting, uploading, submitting or otherwise making available Content, you give us (and those
we work with) a worldwide, perpetual, fully sublicensable (through multiple tiers), transferable,
irrevocable, royalty free, and nonexclusive license to use, host, store, reproduce, adapt, modify,
translate, rearrange, publish, publicly perform, publicly display, distribute, create derivative works,
and otherwise exploit such Content (in whole or in part) in any manner or media whatsoever, now
known or hereafter developed, for any purposes, including but not limited to the purposes of
operating, promoting, and improving our Service, sharing and exploiting Content with other users
and third parties, and to develop new products and services.
C. The Service is a public platform and other users of the Service may, and you hereby grant all
users of the Service the right to, use, redistribute, create derivative works, reproduce, adapt,
and/or modify your Content, and to distribute and publicly perform derivative works and
adaptations of your Content via the Service, in each case solely to the extent permitted by the
features and functionalities of the Service.
D. You agree that we may use your feedback, suggestions, or ideas in any way, including, without
limitation, in future modifications of the Service, other products or services, advertising or
marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable,
irrevocable, fullypaid up, royalty free license to use the feedback, suggestions, and ideas you
provide to us in any way.
E. You agree that we are not responsible for protecting and enforcing any intellectual property rights
granted by you to us in connection with this Agreement and that we have no obligation to do so on
your behalf.
F. By submitting Content, you also grant us the right to use your name, picture, likeness, voice, and
biographical information in connection with the use or publication of your Content.
G. In connection with Content you upload, submit, post, or otherwise make available via the Service,
you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents,
and permissions to use and authorize us to use such Content in the manner contemplated by this
Agreement. You further agree that you will not submit material that is copyrighted, protected by
trade secret or otherwise subject to third party proprietary rights, including, without limitation,
privacy and publicity rights, unless you are the owner of such rights or have written permission
from their rightful owner to post the material and to grant to us and other users of the Service all of
the rights granted herein.
H. You understand that we may (a) transmit or distribute your Content over various public networks
and in various media; (b) make such changes to your Content as determined by us in our sole
discretion (including, without limitation, changes to conform and adapt Content to the technical
requirements of connecting networks, devices, services or media); and (c) display advertisements
in connection with your Content and/or use your Content for advertising and promotional
purposes. You agree that the rights and licenses you grant to us in this Agreement shall permit us
to take these actions.
I. You represent and warrant to us that you have the full right, capacity, power and authority
necessary to grant the rights and licenses granted herein.
9. Copyright Agent.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for
copyright owners who believe that material appearing on the Internet infringes their rights under U.S.
copyright law. It is our policy, in appropriate circumstances and at our discretion, to disable and/or
terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the
copyrights or other intellectual property rights of others. If you believe that your work has been copied
and posted on the Service in a way that constitutes copyright infringement, please provide our copyright
agent with the following information: an electronic or physical signature of the copyright owner or of the
person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted
work that you claim has been infringed; a description of where the material that you claim is infringing is
located on the Service; your address, telephone number, and email address; a written statement by you
that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent,
or the law; a statement by you, made under penalty of perjury, that the above information in your notice is
accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that
fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be
deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or
acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as
Name: Ready Copyright Agent
Email: hey@getready.io
We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should
note that there can be penalties for false claims under the DMCA.
10. Privacy Policy.
For information about our data protection practices, please read our privacy policy
available at http://www.getready.io/privacy/ This policy explains how we treat your personal information,
and how we protect your privacy when you use the Service. You agree to the use of your data in
accordance with our privacy policy.
11. Mobile Software.
A. We make available the Mobile Software to access the online aspects of the Service via a mobile
device. To use the Mobile Software you must have a mobile device that is compatible with the
Mobile Software. We do not warrant that the Mobile Software will be compatible with your mobile
device. We grant to you a nonexclusive, nontransferable, revocable license to use a compiled
code copy of the Mobile Software for one Service account on one mobile device owned or leased
solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse
engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by
law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to
any third party or use the Mobile Software to provide time sharing or similar services for any third
party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or
otherwise interfere with security related features of the Mobile Software, features that prevent or
restrict use or copying of any content accessible through the Mobile Software, or features that
enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary
rights notices on the Mobile Software. You acknowledge that we may from time to time issue
upgraded versions of the Mobile Software, and may automatically electronically upgrade the
version of the Mobile Software that you are using on your mobile device. You consent to such
automatic upgrading on your mobile device, and agree that the terms and conditions of this
Agreement will apply to all such upgrades. Any third party code that may be incorporated in the
Mobile Software is covered by the applicable open source or third party end user license
agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the
Mobile Software or any copy thereof, and we or our third party licensors or suppliers retain all
right, title, and interest in and to the Mobile Software (and any copy of the Mobile Software). You
agree to comply with all United States and foreign laws related to use of the Mobile Software and
the Service. Standard carrier data charges may apply to your use of the Mobile Software.
B. The following also applies to any Mobile Software you acquire from the iTunes Store ("iTunes-
Sourced Software"): You acknowledge and agree that these Terms are solely between you and
us, not Apple, and that Apple has no responsibility for the iTunesSourced Software or content
thereof. Your use of the iTunesSourced Software must comply with the App Store Terms of
Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance
and support services with respect to the iTunesSourced Software. In the event of any failure of
the iTunesSourced Software to conform to any applicable warranty, you may notify Apple, and
Apple will refund the purchase price for the iTunesSourced Software to you; to the maximum
extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with
respect to the iTunesSourced Software, and any other claims, losses, liabilities, damages, costs
or expenses attributable to any failure to conform to any warranty will be solely governed by these
Terms and any law applicable to us as provider of the software. You acknowledge that Apple is
not responsible for addressing any claims of you or any third party relating to the iTunesSourced
Software or your possession and/or use of the iTunesSourced Software, including, but not limited
to: (i) product liability claims; (ii) any claim that the iTunesSourced Software fails to conform to
any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection
or similar legislation; and all such claims are governed solely by this Agreement and any law
applicable to us as provider of the software. You acknowledge that, in the event of any third party
claim that the iTunesSourced Software or your possession and use of that iTunesSourced
Software infringes that third party’s intellectual property rights, we, not Apple, will be solely
responsible for the investigation, defense, settlement and discharge of any such intellectual
property infringement claim to the extent required by this Agreement. You and we acknowledge
and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as
relates to your license of the iTunesSourced Software, and that, upon your acceptance of the
terms and conditions of this Agreement, Apple will have the right (and will be deemed to have
accepted the right) to enforce this Agreement as relates to your license of the iTunesSourced
Software against you as a third party beneficiary thereof.
12. Changes to Agreement
Additional Rules & Policies. We reserve the right to change, amend
and/or modify this Agreement, in whole or in part, at any time, upon the provision of reasonable notice
thereof to you, which may include sending you an email or posting an announcement of such
modifications on the Service. You hereby acknowledge and agree that such changes, amendments
and/or modifications will become effective when posted on the Service or as otherwise provided by us.
From time to time, we may post on the Service or otherwise notify you of additional or different rules and
policies relating to the Service. These rules and policies shall thereafter be part of this Agreement. If you
use the Service after the posting or other notice of changes in this Agreement or changed rules or
policies, you are agreeing to follow and be bound by them for such use.
13. NO WARRANTIES.
THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT
PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A
PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE
ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN
CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING,
WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER
OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL
MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERRORFREE, VIRUSFREE
OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY
TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE
OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR
THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED
IN THE AGREEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY
CONTENT THAT YOU OR ANY THIRD PARTY SUBMITS, POSTS OR SENDS OVER THE SERVICE.
YOU ARE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING
OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR
YOUR AND OTHER USERS’ ONLINE DISTRIBUTION AND PUBLICATION OF CONTENT PROVIDED
BY YOU AND THEM.
14. DISCLAIMER OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS,
MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH US, EVEN
IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE,
RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS
OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE
DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE
UPON, THE SERVICE PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE FOR
ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY
FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE,
THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE
SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION,
DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR
UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE SERVICE. SUCH LIMITATION ON
LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITATION
OF THE FOREGOING, THE TOTAL LIABILITY OF US, OUR PARENTS, SUBSIDIARIES, AFFILIATES,
OR ANY OF OUR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS
FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICE OR ANY CLAIMS
RELATING TO THIS AGREEMENT OR ANY CONTENT SHALL NOT EXCEED THE AMOUNTS, IF
ANY, PAID BY YOU TO US DURING THE PAST TWELVE MONTHS (OR, IF WE CHOOSE, TO
SUPPLY YOU WITH ACCESS AND USE OF THE SERVICE AGAIN).
The Service is controlled and operated from facilities in the United States. We make no representations
that the Service is appropriate or available for use in other locations. Those who access or use the
Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with
all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all
interpretations or orders of any government, administrative or regulatory authority or court, including but
not limited to those related to export and import of software, technical information or services. You may
not use the Service if you are a resident of a country embargoed by the United States, or are a foreign
person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all
materials found on the Service are solely directed to individuals, companies, or other entities located in
the United States.
15. Release and Indemnification.
You agree to release, indemnify and hold harmless us, our parents,
subsidiaries, affiliates, directors, members, officers, employees, agents and third party licensors, from and
against any and all liabilities, losses, damages, claims and expenses, including, without limitation,
attorneys’ fees, with respect to (i) your access, use or misuse of, or reliance upon, the Service, (ii) your
actual or alleged violation or breach of this Agreement or rights of another, (iii) Content provided,
modified, or adapted by you or through use of your account, and/or (iv) your acts or omissions. You
agree to cooperate fully with us in the defense of any claim that is the subject of your obligations
hereunder. For the avoidance of doubt, this section shall survive the termination of this Agreement.
16. California Waiver.
If you are a California resident, you waive California Civil Code 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 materially affected his
settlement with the debtor."
17. Term and Termination.
This Agreement is effective until terminated by us or you. We shall have the
right to terminate this Agreement including, without limitation, your right to access and use the Service, at
any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall
automatically terminate without advance notice if you fail to comply with any material provision of this
Agreement. You may terminate this Agreement at any time by deleting your user account on the Service
and discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any
reason, you shall immediately cease using the Service.
18. Governing Law and Venue for Disputes.
This Agreement, and your relationship with us under this
Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice
of laws provisions. Except for any dispute related to us protecting our intellectual property rights, any
dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates,
arising under or in relation to this Agreement shall be resolved exclusively through final, binding, non-
appealable arbitration in accordance with the American Arbitration Association rules in English, in front of
one arbitrator with at least ten years experience in the area of the dispute. Each party shall equally bear
the fees associated with such arbitration unless the arbitrator finds such to be an undue hardship on you
and in that case, we shall bear the entire cost of the arbitration fees, excluding your attorneys’ fees. You
may participate in such arbitration by mail and phone to the fullest extent allowed by the rules and the
arbitrator. The arbitrator shall not issue a written opinion along with the judgment. For a dispute related to
us protecting our intellectual property rights, we may opt to use the federal or state courts located in New
York County, New York (and courts with appellate jurisdiction therefrom), except with respect to imminent
harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any
court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we
are able to offer the Service at the terms designated, and that your assent to this provision is an
indispensable consideration to this Agreement. You hereby consent to the personal jurisdiction of the
courts and arbitration proceedings described above.
You also acknowledge and understand that, with respect to any dispute with us, our officers,
directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this
(i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
(ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE
ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO
PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING
ANY SUCH DISPUTE.
19. Severability.
If any provision in this Agreement is invalid or unenforceable or contrary to applicable
law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or
unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain
20. No Assignment, Sublicense or Transfer; Export.
You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted
assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right
to immediately terminate this Agreement. Any software or technology obtained from us, including the
Mobile Software, originates in the United States, and is subject to United States export laws and
regulations. Such software and technology may not be exported or reexported to certain countries or
those persons or entities prohibited from receiving exports from the United States. In addition, software
and technology obtained from us may be subject to the import and export laws of other countries. It is
your responsibility to comply with all U.S. and foreign export and import laws and regulations.
21. Communications.
You agree that we may communicate with you electronically. Such electronic
communications may consist of email, notices posted on the Service, and other communications. You
agree that all agreements, notices, disclosures, and other communications we send to you electronically
will satisfy any requirement that such communication be in writing and, to the extent intended, such
communication will be an enforceable and binding term or amendment to this Agreement.
22. Entire Agreement.
This Agreement sets forth the entire understanding and agreement between the
parties relating to its subject matter. All provisions that should by their nature survive the termination of
this Agreement shall survive the expiration of this Agreement including, without limitation, the rights and
licenses you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions
related to choice of law, no class action, and no trial by jury. Any waiver of or promise not to enforce any
right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party
making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES
PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO
MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN
ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH
IN THIS AGREEMENT.