Terms of Service

The Effective Date of these Terms is December 1, 2018.

Introduction

Welcome! You have arrived at Podcoin (the “Application”), an application owned and operated by Violet Moon, LLC, a Delaware limited liability company (“Company” or “we,” “our” or “us”).

It is critical that you carefully read these Terms of Service (“Terms”), as they govern your use of the Application and affect your legal rights and obligations. Please also read our Privacy Policy, which describes how we may use certain information that we collect when you use the Application.Please read as well our Copyright Dispute Policy. Both the Privacy Policy and the Copyright Dispute Policy are included in the Terms.

By accessing and using the Application, you agree to these Terms and consent to the Privacy Policy. We think these Terms are fair. And, as you can read in our Privacy Policy, we respect your privacy. However, if you do not agree to be bound by all of these terms, or if you do not consent to the Privacy Policy, then please do not use the Application.

1. How It Works

Overview. This Application allows you to earn virtual currency while listening to podcasts or other content (each, an “Activity”) and to spend that virtual currency on various rewards. You are accessing this Application from an iPhone, Android phone or, possibly, some other device (each, a “Device”). When you use the Application, we measure the amount of time you spent listening to podcasts within our app. For every minute (or portion thereof) that you listen using the Application, you can earn virtual currency. Here’s how…

Earning Virtual Currency. You can earn virtual currency for your time spent listening within the application. You simply need to start listening to a podcast within the application for at least 30 seconds to begin earning the virtual currency. Once you start listening, the Application will track your listening and award you virtual currency. The Application will convey your achievements both in terms of: (i) the hours of listening you complete; and (ii) the amount of Podcoin you earned or spent.

Rewards. The Podcoin App enables users to offer goods, services and other benefits to other users that may be redeemed in exchange for Podcoins (such functionality being the “Podcoin Marketplace”).  

Where you use the Podcoin Marketplace to offer or redeem goods, services or other benefits in exchange for Podcoin, any such transaction is entered into directly between you and the legal person making available the relevant goods, services or other benefits to you or redeeming such goods, services or other benefits from you, as applicable. Without limiting the effect of these Terms of Use in any way, transactions taking place on the Podcoin Marketplace are subject to the legal terms of the party offering the relevant goods, services or other benefits on the Podcoin Marketplace (including as stated in the actual listing), and we and our affiliates are not party to any such transactions save to the extent that we engage in transactions ourselves directly on the Podcoin Marketplace.

To the extent that Company agrees to administer on your behalf via Company’s own account any offer of goods or services or other benefits in exchange for Podcoin on the Podcoin Marketplace, Company shall be entitled to retain up to 100% of the Podcoin received for its own benefit in its absolute discretion.     

You agree that Company has no responsibility for any goods, services or other benefits offered by you or by any third party on the Podcoin Marketplace. You agree that we have no control over and do not guarantee the quality, safety or legality of any goods, services or other benefits offered by users, the truth or accuracy of their offers, the ability of users to provide any goods, services or other benefits offered, or that a user will actually complete or perform a transaction. Save as otherwise expressly agreed with you, we and our affiliates do not act as agent, contractor, partner or any form of representative of you or any other user of the Podcoin Marketplace. Our operation of the Podcoin Marketplace should not be taken as an endorsement (express or implied) of any goods, services or other benefits offered on it, nor of any user.  

Company is entitled to alter the selection of goods services and other benefits on offer, and the number of Podcoin required to redeem any such goods, services or other benefits offered,  on the Podcoin Marketplace, as well as to limit the number of possible redemptions of any good, service or other benefit by any user or group of users in its absolute discretion.  Where we wish to do this, we may notify you first and give you the opportunity to de-list the relevant goods, services or other benefits, if you do not agree with the revised number of Podcoin required.  

You represent and warrant to us that any goods, services or other benefits that you offer on the Podcoin Marketplace will: (i) conform to the description you provide for them, (ii) comply with all applicable laws and regulations, (iii) be of satisfactory quality, (iv) conform to our acceptable use requirements (stated in Section 7 above), and (v) be delivered in full once a user redeems the relevant goods services or other benefits using the requisite number of Podcoin in accordance with your stated terms and conditions.   

You agree that we may remove any listing or offer on the Podcoin Marketplace at any time in our absolute discretion.  All goods, services or other benefits listed on the Podcoin Marketplace are offered subject to their availability (which may be limited where stated on the listing) and the applicable terms and conditions of the user listing the relevant offer, and may be withdrawn at any time before they are duly redeemed. Particular goods, services or benefits may be offered via the Podcoin marketplace only to specific categories of user or to individually selected users, where we agree in writing or make available the necessary functionality to facilitate this. 

You agree that disputes in relation to any goods, services or other benefit redeemed via the Podcoin Marketplace shall be resolved in accordance with the terms and conditions applicable to the relevant transaction between the parties to such transaction. While we may elect to help facilitate the resolution of such disputes through programs that we develop, to the maximum extent permitted by applicable law we accept no liability in connection with any transaction that we have not directly participated in.   

We welcome feedback on Podcoin Marketplace participants. In the event that we determine in our absolute discretion that any fraud has occurred or any user has breached these Terms of Use or refused or failed to honor an offer of goods, services or any other benefit it has listed on the Podcoin Marketplace that has been duly redeemed by another user using the requisite number of Podcoins and in accordance with any applicable terms and conditions, we reserve the right in our absolute discretion to (i) reallocate Podcoins between users to reimburse any aggrieved user where we deem this appropriate, and (ii) suspend or terminate the use of the Podcoin App by any user(s).

You agree that we and our affiliates have no responsibility to facilitate or offer returns, exchanges or refunds in connection with transactions on the Podcoin Marketplace that we have not participated in. 

We make no representation, warranty or undertaking that the offer, sale, purchase, export, import or use of any goods, services or other benefits offered on the Podcoin Marketplace is valid and legal under the laws that apply to you. You accept sole responsibility to ensure the legality of any offer, sale, purchase, export, import or use or any goods, services or other benefits that you list or redeem using the Podcoin Marketplace.

As a form of marketplace curation Company may offer an option for the users to report an offer via Podcoin App functionality and reserves a right after a review to delist the offer from the Podcoin Marketplace.

Cheating. The Application has sophisticated algorithms to detect cheating. So, if you cheat, it will probably be obvious to us and we reserve the right to disqualify any session that appears suspicious, to remove your account, and to eliminate your pre-existing virtual currency balance, all with or without notice to you. Still, please don’t cheat. We are trying to make listening great again, please help us out! 

Additionally, to prevent cheating, we may well mistake your earning of Podcoin for cheating and not award you Podcoin for time you spent listening. You will have no recourse in this situation, although we do try to limit the likelihood of this. You may also find you didn’t earn Podcoin that you expected to earn. We only update Podcoin balances at certain times (like the end of a chapter), so you may have to wait to see some Podcoin hit your account.

Podcast Content. We use a third-party service called Listen Notes to power our podcast search and directories. We will shortly be providing Podcast Owners with a free way to get promotion to our audience and to administrate/communicate with our audience. We believe you will receive a lot of value from the Podcoin community. If instead you would like to remove your content from Listen Notes and therefore from Podcoin, notify the following email address, and the podcasts will be removed within 24 hours: hello@listennotes.com

2. Application Ownership & License

Ownership.  We own and control the Application (including past, present and future versions thereof) and all “ Company Materials” which include: (i) all graphics, layout, text, images, audio clips, sounds, pictures, videos, animation, designs, and all other materials related to the Application (except for Owner Materials and Sponsor Materials, explained below); (ii) our trademarks, logos, trade names, service marks, and trade identities; and (iii) all other forms of intellectual property related to the Application. Except as we expressly allow, you may not copy, reproduce, download or distribute the Company Materials (or any part of them) in any way. You agree to abide by any and all additional copyright notices, information or restrictions contained in any part of the Application.

Likewise, we like and want to protect our Podcast Owners and their “Owner Materials” which include: (i) all graphics, layout, text, images, postcards, audio files, video files, sounds, pictures, videos, animation, designs and all other materials made available through the Application by a Owner; (ii) each Owner’s trademarks, logos, trade names, service marks and trade identities; and (iii) all other forms of each Owner’s intellectual property. Each Owner owns and controls its own Owner Materials. Except as a Owner expressly allows, you may not copy, reproduce, download or distribute any Owner Materials (or any part of them) in any way. You agree to abide by any and all additional copyright notices, information or restrictions contained in any part of the Application with respect to each Owner.

We also like and want to protect our Sponsors and their “Sponsor Materials” which include: (i) all graphics, layout, text, images, postcards, audio clips, sounds, pictures, videos, animation, designs and all other materials made available through the Application by a Sponsor; (ii) each Sponsor’s trademarks, logos, trade names, service marks and trade identities; and (iii) all other forms of each Sponsor’s intellectual property. Each Sponsor owns and controls its own Sponsor Materials. Except as a Sponsor expressly allows, you may not copy, reproduce, download or distribute any Sponsor Materials (or any part of them) in any way. You agree to abide by any and all additional copyright notices, information or restrictions contained in any part of the Application with respect to each Sponsor.

3. Your License to Use Company Materials In Our Application

License. As long as you comply with these Terms, we grant you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license (“ License ”) to download (for temporary storage only), display, view, use and/or play a single copy of the Company Materials (excluding source and object code) on any Device for your personal, non-commercial use only. The License does not give you any ownership of, or any other intellectual property interest in, any Company Materials or the Application, and you cannot otherwise use the Company Materials or the Application without our express prior written permission. All rights not expressly granted to you are reserved by us and our licensors and other third parties. Any unauthorized use of any Company Materials or the Application for any purpose is prohibited.

Prohibited Activities. We want to protect the Application, so you agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Company Materials (except as may be a result of standard search engine or Internet browser usage); or (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Company Materials in any way for any public or commercial purpose except as specifically permitted by these Terms. You also agree that you will: (a) keep intact all proprietary notices contained in the Company Materials; (b) not use the Company Materials in a manner that suggests an association with any of Owner’s or Sponsor’s products, services or brands (except as permitted by the Application); (c) make no modifications to the Company Materials; and (d) not allow or help anyone else (whether or not for your benefit) to: (i) copy or adapt the source or object code of the Application’s software, HTML, JavaScript or other programming code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Application creates to generate its web pages or any software or other products or processes accessible through the Application.

In order to use the Podcoin App, you must create a user account (a “Podcoin Account”). You are responsible for all uses of your Podcoin Account whether by you or a third party. You should ensure that you use your email address for verification of your account and a strong password (if applicable) for your Podcoin Account and that the details of your password are kept confidential and secure at all times. To the maximum extent permitted by applicable law, we shall not be liable to you for any unauthorized use of your Podcoin Account resulting from your failure to maintain restricted access to your mobile device or your mobile SIM card, the confidentiality or security of your user details or failure to use a strong password. Access to your account can become restricted or outright impossible in case of a loss of your control over the email address to which your account is registered.

Your Podcoin Account logs details of all Podcoins generated by you. We only maintain podcoin mining history data for 45 days. Please review your Podcoin Account regularly. If you identify any erroneous transaction or unexpected activity on your Podcoin Account, or you believe that the security of your Podcoin Account has been compromised, you must let us know as soon as possible.

Different membership levels may apply to the Podcoin Accounts of different users and, depending on the membership level you hold, your entitlement to access functionality of the Podcoin App or generate Podcoins may vary.  

When using the Podcoin App on your mobile device, you acknowledge and agree that Podcoin operates in the background of your mobile device while you are listening to podcasts for example, which in turn may have an impact to the battery life of such device.

What is Podcoin?

“Podcoin” are units of exchange that users of the Podcoin App may generate through verified listening time. Podcoin may be used to redeem products, services and other benefits via the Podcoin App, to the extent that such products, services and other benefits are offered by users. You acknowledge and agree that Podcoins may not be redeemed for cash from the Company or any of its affiliates, unless the CEO of the company expressly agrees otherwise with you in writing.  

All Podcoins are generated by the verified listening time of users of the Podcoin App. We reserve the right to destroy Podcoins that we have reason to believe have been created by any other means and to suspend or disable Podcoin Accounts used in contravention of these Terms of Use.

We reserve the right and retain the absolute discretion to determine, and alter from time to time, the eligible forms of listening, verification algorithms and amounts of verified listening that must be undertaken by users in order to generate Podcoins using the Podcoin App (for example, and without limitation, we may alter from time to time the verification algorithm or the number of verified seconds required to generate a Podcoin). Details of eligibility criteria and the volumes of verified listening required to generate Podcoins from time to time are provided within the FAQ section of the Podcoin App. Listening verification conducted by our algorithms is considered final and can not be revised or reversed.

We may cap the maximum amount of Podcoins that users of the Podcoin App may generate each day using the Podcoin App. The applicable cap may vary depending upon the membership level of the relevant user or other criteria that we chose to apply and we may alter such caps from time to time.  

We may from time to time impose Podcoin-denominated charges for the use of the Podcoin App or to enable specific functionality of the Podcoin App. Where we do this we will be entitled to deduct the applicable number of Podcoins from your Podcoin Account required to meet the applicable Podcoin-denominated charges and we may retain and use the Podcoins that we deduct for our own benefit. We will always be transparent about any applicable Podcoin-denominated charges and details of any such charges are provided within the FAQ section of the Podcoin App.   

To illustrate, and without limiting our rights under the preceding paragraph, we may elect to impose a Podcoin-denominated commission charge on the generation of Podcoins entitling us to deduct a proportion of the Podcoins that you generate. We may also impose recurring Podcoin-denominated charges in relation to certain membership level categories. Details of any applicable rate of commission on Podcoin generation from time to time, and any Podcoin-denominated charges applicable to the different membership levels are provided in the FAQ section of the Podcoin App.  

We reserve the right to impose charges in relation to the use of Podcoin App in fiat currency from time to time, which may be applicable to all or specific categories of users or to the use of specific functionality or services accessed via the Podcoin App.  The currency and amount of any such charges may be determined by us in our absolute discretion.  

(a) seek to generate Podcoins by any means other than your genuine physical movement meeting the eligibility criteria specified by Company from time to time and, in particular and without limitation, you shall not (i) simulate any such verified movement using artificial and/or mechanical means, (ii) enlist third parties to generate Podcoins on your behalf (for the avoidance of doubt, however, you may receive transfers of Podcoins from third parties using the functionality available within the Podcoin App); 

You agree you will NOT:

(i)        copy, adapt, transmit, reverse engineer, decompile, disassemble, modify, sell the Podcoin App or Website(s) or any content accessible on either, save as otherwise expressly permitted by these Terms of Use or applicable law;

(ii)        operate more than one Podcoin Account;  

4. User Content

User Content. The application tracks your listening and achievements. You may also leave comments or ratings on an Owner’s content or become an Owner yourself and create your own content, including photos, audio, and text content. all such content that you create shall be referred to herein as “User Content”.

Terms Applicable to User Content. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to agree to these Terms and grant us these licenses. If we so request, you will provide us with any documentation, substantiation or releases necessary to verify your compliance with these Terms.

Use of Your User Content. Specifically, by uploading your User Content, you consent to its use. We have no control over who sees your User Content or the extent to which your User Content will be shared with others.

Company’s Obligations Regarding User Content. We have no obligation to pre-screen, monitor or enforce your intellectual property rights to your User Content. We may (but have no obligation to) review, monitor and reject any User Content. Further we may, in our sole discretion, delete, edit, re-format, edit, alter, distort, remove or refuse to use your User Content without notice or liability.

User Content Rules. You must follow these User Content Rules (“Rules”):

User Content must be yours. All User Content must be originally created by you, not copied from someone else’s work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content have given you permission to upload and distribute the User Content to the Application and elsewhere.

Please act appropriately. Seriously, keep it clean.

Be honest and do not misrepresent yourself. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate or misleading.

Others are watching. Please remember that User Content will be shared publicly on Facebook and/or Twitter; and (ii) may become accessible and viewable by other users. Please do not share any User Content unless you are comfortable with that User Content being seen and accessible by the public.

Don't damage the Application or anyone’s computers . Do not upload any User Content that contains or transmits viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Application or any computer system.

We reserve the right, in our sole discretion, to monitor and screen all User Content shared through the Application. We also reserve the right to disregard or delete any User Content that, in our sole discretion, violates these Rules or the Terms, or that we otherwise find objectionable.

5. Access Permissions & Age Restrictions

The Application is not intended for use by children under the age of 13. If you are under the age of 13 you must not use the Application or Website(s). If we discover that any such use is taking place we will immediately terminate any relevant user account(s) facilitating such use.

In order to access or use certain portions of the Application, we may require that you grant us permission to: (i) access your Facebook profile’s basic information (including your name, profile picture, gender, networks, user ID, and any other information you’ve shared with everyone); (ii) send you email; and (iii) post to your Facebook wall. The decision to grant these permissions is purely optional. These permissions are necessary in order for material features of the Application to work. Therefore, if you elect not to grant such permissions, you may not be able to use the Application.

You agree to accept responsibility for all information submitted to the Application through your Facebook account. You are responsible for keeping your Facebook password confidential and for restricting access to your Facebook account so that others may not use the Application through your Facebook account. We reserve the right to block your account from using the Application or otherwise deny you access to the Application in our sole discretion without notice and without liability.

6. Your Warranties

You represent and warrant that: (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms; (ii) all information you provide to us is true, accurate, complete and current; and (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms.

7. Promotions

From time to time, we may feature certain contests, sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. We hope you participate in any fun promotions we offer but it is your responsibility to read the rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable contest, sweepstakes or promotion.

8. Third Party Links and Content

There may be links from the Application, or communications you receive from the Application, to third party web sites or applications. Also, our Application may include third party content that we do not control, maintain or endorse. Accessing those third party sites or applications requires you to leave our Application. We do not control those other sites or applications, or any of the content contained therein and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or applications, including, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites. YOUR COMMUNICATION AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE APPLICATON, INCLUDING DONATIONS, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. WE ENCOURAGE YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD PARTY SITE OR APPLICATION THAT YOU VISIT.

9. Linking Policy

We grant you the revocable permission to link to the Application; however, we reserve the right to prohibit linking to the Application for any reason, in our sole and absolute discretion.

10. Items Available For Download

Any items that we make available for download or use from the Application and/or our servers (the “Downloadable Items”) are our copyrighted work or the copyrighted work of our licensors, licensees, suppliers, Owners or Sponsors, as the case may be. All Downloadable Items are either Company Materials, Owner Materials or Sponsor Materials, as may be applicable. Your use of the Downloadable Items may be governed by additional terms, which may be included with the Downloadable Items (“Additional Terms”). Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. ALSO, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the Application, you consent to the download of software to your Device and accept these Terms and any Additional Terms related to such application.

11. Widgets

From time to time, we may make available certain widgets (each, a “Widget”) that you may choose to include on your personal web page or social networking profile page (“Personal Page”) by pasting the HTML or other code provided by us and labeled as an embed code (or similar identifying label) (“Embed Code”) into your Personal Page. All Widgets are Company Materials. For any Widgets that we make available with respect to the Application, we grant you a revocable license, subject to the restrictions in these Terms and any applicable Additional Terms, to include the Embed Code as provided by us (without editing) for inclusion only on your Personal Page and only on a site that: (i) permits you to post the Widget there; and (ii) does not have terms of use or other conditions that purport to give that site operator any interest or right in or to our Embed Code or Company Materials other than to obtain a limited, terminable right to host the Widget and permit its normal operation. Your use of the Widget may display our trademarks contained on the Widget or Company Materials made available through the Widget, but we control the use thereof and all goodwill associated with such use enures exclusively to us. You agree that you will not embed or otherwise make available a Widget on a web page or other location in violation of the prior sentence or that contains content that is distasteful, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole opinion). As described below in the Disclaimers section, we make no specific warranties about Widgets and we may discontinue providing the services necessary for the Widgets to operate at any time for any reason without any liability to you. In addition, we may disable Widgets that you include on your Personal Page(s) if you violate these Terms (as determined by us in our sole discretion), or for any or no reason, without any liability to you. You agree that our permission to you to use Widgets on your Personal Page does not provide you (or any third party) with any intellectual property rights, including copyrights, in or to the Widget or the Company Materials, Owner Materials or Sponsor Materials made available via any Widget. You agree to not make any commercial use of any Widget or the Company Materials made available in a Widget, in whole or in part, nor to sell, lease, hypothecate, transfer, license, encumber or otherwise exploit same, in whole or in part, or purport to give any third party permission to do so. This includes a prohibition on you or a third party overlaying or otherwise associating advertising with the Widget, Company Materials, Owner Materials or Sponsor Materials. You agree to include, and not remove or alter, any trademark, copyright or other proprietary rights notices, as provided by us on a Widget, Widget code or Company Materials, Owner Materials or Sponsor Materials made available via a Widget and you agree to comply with Widget usage guidelines that may be provided by us from time to time. You agree not to circumvent (or in any way attempt to circumvent) the security or rights management features in a Widget or any component of a Widget (including any video player) that are designed to prevent users from copying, manipulating or retaining the Company Materials, Owner Materials or Sponsor Materials made available via a Widget. You also agree to not use (or attempt to use) any Widget, or any component of a Widget, to display content other than the specific Company Materials, Owner Materials or Sponsor Materials provided or intended by us to be displayed via a particular Widget.

12. Disclaimer of Warranties

WE REALLY HOPE YOU ENJOY THE APPLICATION AND ALSO HOPE THE APPLICATION WILL FUNCTION PROPERLY HOWEVER, YOUR ACCESS TO AND USE OF THE APPLICATION IS AT YOUR SOLE RISK.

THE APPLICATION IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, we and our parent, affiliates, subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Company Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: the Application, Company Materials, Owner Materials or Sponsor Materials; the functions, features, or any other elements on, or made accessible through, the Application; any products, services, or instructions offered, referenced or linked through the Application; whether the Application, Company Materials, Owner Materials, Sponsor Materials or the servers that make them available, are free from any harmful components (including viruses, trojan horses, and other technologies that could adversely impact your Device); whether any information or instructions on the Application are accurate, complete, correct, adequate, useful, timely, or reliable; whether any defects to the Application will be repaired; and

whether your use of the Application is lawful in any particular jurisdiction.

THE COMPANY PARTIES FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM ERRORS, COMPUTER VIRUS OR OTHER HARMFUL ELEMENTS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

13. Limitation of Liability

(a) LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to: the Application, Company Materials, Owner Materials or Sponsor Materials; your use of or inability to use the Application, or the performance of the Application; any action taken in connection with an investigation by Company Parties or law enforcement authorities regarding your access to or use of the Application; any action taken in connection with copyright or other intellectual property owners or other rights owners; any errors or omissions in the Application’s technical operation; or any damage to any user’s Device, computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if Company Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action of contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Application).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE APPLICATION AND YOUR RIGHTS UNDER THESE TERMS EXCEED AN AGGREGATE OF $10.00 FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION.

(b) WAIVER OF INJUNCTIVE RELIEF. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE APPLICATION OR ANY OTHER WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER COMPANY MATERIALS OWNED OR CONTROLLED BY THE COMPANY PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE OR OTHER COMPANY MATERIALS OWNED OR CONTROLLED BY THE COMPANY PARTIES OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.

(c) WAIVER OF UNKNOWN CLAIMS. BY ACCESSING THE APPLICATION, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

14. Indemnification

You agree to indemnify, defend and hold harmless the Company Parties from and against any and all claims, damages, losses, costs, liabilities, judgments, settlements and expenses, including reasonable attorneys’ fees, resulting from: (a) your User Content; (b) your use of the Application or activities in connection with the Application; (c) your breach or alleged breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your Device used to access the Application, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; or (f) any misrepresentation made by you. You will cooperate as fully required by any Company Party in the defense of any claim. Notwithstanding the foregoing, each Company Party retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action that are brought against it. Each Company Party reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the respective Company Party.

15. Termination and Modifications

Termination. We reserve the right to terminate your access to and use of the Application or any part of it, in our sole discretion, without notice and liability, including, if we believe that you are not following these Terms. We also reserve the right to investigate suspected violations of these Terms, including, any violation arising from any User Content or e-mails you send to the Application or us. Any violation, or potential violation, of these Terms may be referred to law enforcement authorities.

Modifications. We reserve the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Company Materials available on the Application, and to even stop all activities associated with the Application, with or without notice. You agree that we will not be liable to you or to anyone else for any modification, suspension or discontinuance of the Application or any part thereof.

What happens upon Termination? If we terminate your access to the Application, or if we so demand, all rights granted to you under these Terms will stop immediately, and you agree that you will immediately: (a) stop using the Application and forfeit any Stamps or other virtual items that remain in your account; (b) remove any links that you created with respect to the Application; and (c) destroy all Company Materials, Owner Materials, and Sponsor Materials obtained from the Application and all related documentation.

16. Location of Application and Territorial Restrictions

Location of Application. The information provided on the Application is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We control and operate the Application from offices located in the United States. We make no representations or warranties that the information, products or services contained on the Application are appropriate for use or access in other locations. Anyone using or accessing the Application from other locations does so on their own initiative and are responsible for compliance with United States’, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Application and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

17. Governing Law, Jurisdiction and No Class Actions

GOVERNING LAW/JURISDICTION. THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE . YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE APPLICATION, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN NEW JERSEY AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN NEW JERSEY FOR ANY SUCH LEGAL PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

No Class Actions. To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to the Application will be resolved individually, without resort to any form of class action.

18. Updates to Terms

We reserve the right to modify or add to these Terms or any Additional Terms, at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Application so that they are accessible via a link on the home page of the Application, and that your use of the Application after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Additional Terms before using the Application. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Application from that point forward.

19. Miscellaneous

If we fail to act with respect to any breach of these Terms by you or others, that does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. We shall not be deemed to have waived any of these Terms unless we do so in a writing that is signed by one of our duly authorized officers. We may assign our rights and duties under these Terms to any party at any time without any notice to you. You may not assign these Terms to anyone. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. You agree that these Terms will not be construed against us by virtue of our having drafted them.