We have three types of participants interacting with the Application: Subscribers, Users, and Advertisers.
Subscribers are defined as institutions that customize and distribute the Application, with whom Users have their affinity.
Users are defined as people who download and/or use the Application.
Advertisers are defined as institutions which advertise in the Application.
The Service connects a Subscriber and Advertiser(s) with Users, who have agreed to these Terms of Service and have access to the web or mobile version of the Application (“Authorized User(s)”).
Intellectual Property in Our Application
You acknowledge that no title to the intellectual property in the Application is transferred to you under this Agreement. You further acknowledge that all right, title, and interest in and to the Application and any know-how contained therein, including but not limited to the code, design, content, and any databases in the Application, shall remain our sole and exclusive property. You agree not to remove any trademark, copyright, or other proprietary notices on any copy of the Application that you download to a mobile device.
You are hereby granted a perpetual, nonexclusive, nontransferable, royalty-free license to (a) download, use, and display the mobile version of the Application on your mobile device for your personal use only; (b) access, use, and display the desktop version of the Application for your personal use only; and (c) make a single back-up copy of the mobile version of the Application for archival and contingency purposes only. Your rights in the Application shall be limited to those expressly granted in these Terms of Service. Any use which exceeds the scope of this license grant shall constitute a breach of these Terms of Service.
You may not post on a website, distribute, share, rent, resell, lease, sublicense, modify, or otherwise disclose or transfer any part of the Application to any third party, nor may you modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute any content or materials contained in the Application. The Application contains the trade secrets of us and our licensors and in order to protect such trade secrets or other interests, you agree not to reverse engineer, decompile, modify, translate, or disassemble the Application in whole or in part, nor to permit any third party to do so. You also agree not to remove any trademark, copyright, or other proprietary notice on or in any portion of the Application that you download to a mobile device and to reproduce all such notices on and in any authorized copies.
Maintenance and Technical Support
We will make commercially reasonable efforts to promptly resolve all technical support issues. Upon our identifying any bugs, errors, technical problems, or defects, then we will immediately assign technicians to address and resolve the issue.
Incident reports should be submitted to us at email@example.com.
Operation of Host Server
We use commercially reasonable efforts to maintain our host server and to keep it operating on a twenty-four (24) hour, seven (7) day a week basis, free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will immediately assign technicians to address and resolve the issue.
If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident.
We cannot guarantee that service to the host server will be uninterrupted, or it will be available at all times. We can assume no liability or responsibility for any delay, interruption, or downtime. We use commercially reasonable efforts to ensure that our host server is protected from viruses and other destructive software, but we cannot guarantee that the server will at all times be free from viruses.
Our Application and Service should only be used for lawful purposes. We specifically prohibit any other use. We reserve the right (but do not have the obligation) to suspend or terminate subscribers who do not appropriately use the Application and Service. If you become aware of any inappropriate use, please notify us at our email address at firstname.lastname@example.org.
Subscription Period; Termination
Upon expiration or termination of your Subscriber’s subscription, the “News” tab may be removed from the Application and no news feeds will be displayed in the Application. You will be notified via a pop up message the next time you access the Application of this change. Furthermore, your Subscriber’s customized version of the Application will no longer be available for download by users from any promotional links or from any app store. The Application, however, will remain on your mobile device and you will be able to continue to access our real world content.
Your license to the Application will automatically terminate upon written notice in the event that you materially breach any term or condition set forth herein. Upon such breach, you shall have no further right to use the Application or Service.
Links to Third Party Websites; Advertisements
In addition, we may also place Advertisements on the Application and Service, which advertise products and services that might be of interest to you, and which you may be interested in purchasing.
Neither we nor Subscriber intend that links to Third Party Sites or any advertisements posted to our Application or Services be referrals to or endorsements of the linked or advertising entities or any product or service that they offer.
Any business dealings with a third party whom you connect with through this Application and Service are solely between you and the third party. Neither we nor Subscriber can be responsible for the quality, accuracy, timeliness, reliability, or any other aspect of such third party’s products or services. You agree that we and/or Subscriber will not be responsible or liable for any loss, damage, or other liabilities incurred as a result of doing business with such third parties or as result of your reliance on any information that they provide on their Third Party Site. In the event that you ever have a complaint against a third party, then you should contact such third party directly regarding your issue.
Content/No Professional Advice
You agree that we or our licensors own all right, title, and interest in any materials or other content made available to you through the Application and Services. You may only display and view all such content, and you may not reproduce, share, display, copy, republish, download, upload, post, transmit, distribute, create derivative works of, misappropriate, or otherwise use for any purpose other than your own personal use any content that you access through the Application and Service.
All such content has been prepared for general information purposes only by writers who are not attorneys or professional business or financial advisors. The content should not be construed as a professional opinion on any specific facts or circumstances. The information included therein is not guaranteed to be accurate or complete, and you should not rely on it to make any decisions. You should consider whether any information applies to your unique circumstances prior to making decisions related to the topics covered in our Application and Service, and you should seek professional assistance as questions involving specific legal, financial, or other questions arise. We and/or Subscriber expressly disclaim all liability with respect to actions taken or not taken based on any of the contents of this Application and Service. If we provide any specific examples of outcomes, please be advised that we cannot guarantee a similar outcome.
The Application is provided on an “as is” basis, and we shall have no other warranty obligation with respect to the Application. We cannot warrant that we will maintain operations of the business or maintenance and support of the Application for any period of time. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR SECURITY. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED OR THAT THE APPLICATION WILL OPERATE ON A BUG-FREE, ERROR-FREE, CONTINUOUS, OR UNINTERRUPTED BASIS.
Consequential Damages; Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES SHALL IN ANY EVENT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OR REPLACEMENT GOODS AND SERVICES, COVER, RELIANCE DAMAGES, OR ANY OTHER INTANGIBLE LOSS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE DELIVERY, USE, OR PERFORMANCE OF THE APPLICATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WE AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. Our total aggregate liability to you from all causes of action and under all theories of liability shall be limited to and shall not succeed $100.00. These limitations shall apply notwithstanding the failure of the essential purpose of any remedy hereunder.
You agree to indemnify, defend, and hold harmless us, Subscriber, Patrons and/or Advertisers and our employees, independent contractors, or agents from and against any and all loss, damage, liability, and expense (including without limitation reasonable fees for attorneys and experts) arising out of any claim, demand, cause of action, debt, or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of any claim that (a) you have infringed on the rights of any third party; (b) you have breached any of your representations, warranties, or covenants hereunder; (c) results from your misuse of the Application or Service; or (d) arises out of your negligence or willful misconduct. We shall be entitled, at our own expense, to participate in the defense and settlement of any claim or action with counsel of our own choosing.
You agree that we may assign these Terms of Service without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Service, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Service is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Service, which are to remain in full force and effect. The Terms of Service constitute the entire agreement with you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service
Governing Law; Dispute Resolution
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. All disputes arising under this Agreement shall be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association in Orlando, FL by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules. The costs of arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney’s fees. All claims you bring against us must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs for the improperly filed claim, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
In the event that you have any questions about these Terms of Service, please notify us at email@example.com.
August 29, 2012