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Ad It Up – EULA

Play2Pay Program

Terms of Service and End User License Agreement for Ad It Up

Last Updated: November 29, 2021

Play2Pay Inc. (the “Company”, “us”, or “we”) provides a mobile application for the delivery of targeted and preferred advertisement content to users that allows such users to earn reward points for certain actions by each user and further enables users to redeem reward points for discounts on your communications services provider(s) (“Service Provider”)’s bills or for gift cards or other items (collectively, the “Play2Pay Program”).  As a user (“you” or “your”) of the Play2Pay mobile application (the “App”), this Play2Pay Program Terms of Service and End User License Agreement (this “Agreement”), as such Agreement may be amended by us from time to time in our sole discretion, governs your use of the App. As used in this Agreement, references to “Services” include the services we provide to you under this Agreement.  As used in this Agreement, references to our “Affiliates” include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Service and/or contents available through the App under the terms of this Agreement.

BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THE APP, PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT IS A LEGAL AGREEMENT BETWEEN PLAY2PAY AND YOU. BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE APP, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU SHOULD UNINSTALL THE APP IMMEDIATELY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE APP OR THE PLAY2PAY PROGRAM IS TO CEASE USING THE APP AND CEASE PARTICIPATING IN THE PLAY2PAY PROGRAM. THIS AGREEMENT CONTAINS DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT GOVERNS ANY DISPUTES BETWEEN YOU AND US, WHICH (A) ELIMINATES YOUR RIGHT TO A TRIAL BY JURY; AND (B) SUBSTANTIALLY AFFECTS YOUR RIGHTS, INCLUDING PREVENTING YOU FROM BRINGING, JOINING OR PARTICIPATING IN CLASS OR CONSOLIDATED PROCEEDINGS.

You agree that we may provide notices, disclosures and amendments, modifications and updates to this Agreement by electronic means, including by changing the Agreement within the App or by posting amendments, modifications or updates on Play2Pay’s website at www.play2pay.com, or other URL designated by US from time to time. You acknowledge and agree that it is your responsibility to periodically review this Agreement. Your continued use of the App or participation in the Play2Pay Program after such amendment, modification or update will constitute acknowledgement and acceptance of the modified terms and conditions of this Agreement.

  • Eligibility.  Once you accept this Agreement you will be able to participate in the Play2Pay Program, as a guest and/or to register for a user account (“User Account”). You agree that:
    • You are at least the age of legal majority in your place of residence and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with the terms and conditions in this Agreement.
    • You are able to receive SMS text messages (SMS charges may apply) to confirm the phone number associated with your account.
    • You are using an Android smartphone with version 4.0 or above.
    • You will create only one (1) User Account. You acknowledge that creating more than one User Account will result in the termination of your User Account(s) and forfeiture of any Points (defined below) associated with such User Account(s).
    • You will provide true, accurate and complete information when registering and you will update your information.
    • You will comply with the terms of all Offers (defined below) and not attempt to redeem the same Offer more than once.
    • The App uses data and you are responsible for the cost of the data while using the App, regardless of your location unless specifically subsidized by your Service Provider.
  • Play2Pay Program Terms of Service.
    • Offers.
      • As a participant in the Play2Pay Program, you will have the option to select third-party offers (each, an “Offer”) that have a Point value for completing all of the requirements of such Offer.
      • Offers are provided by third parties (an “Offer Sponsor”) and will require that you meet the terms of the specific Offer, which may include making a purchase from a specific merchant, providing your contact information, and special promotions.
      • Each Offer will list the requirements that apply to the Offer and you must complete all requirements before you are eligible to receive the Points for that Offer.
      • Unless otherwise specified, Offers are limited to one (1) Offer per person. We reserve the right to cancel or revoke Points if you complete the requirements for the same Offer more than once.
      • For some Offers, the Offer is only available to new users of the third party that is sponsoring the Offer (the “Offer Sponsor”). Please see the requirements of each Offer for details.
      • If you have any questions about an Offer, or any purchases made in connection with an Offer, please contact the Offer Sponsor.  Third party offers are not provided or endorsed by Play2Pay.
      • Offers may be added, removed, modified or otherwise changed or cancelled at any time in our sole discretion.
      • After Points have been added to your Points balance, if we determine or suspect that you have not complied with the Offer terms, we may deduct the Points from your Points balance.
    • Points.
      • Registered users are able to accumulate promotional points (“Points”) that can be redeemed for available rewards within the App.  Available rewards can include, depending on your specific Service Provider:
        • Payment towards your next bill from your Service Provider;
        • Data bundle and/or top up value from your Service Provider; and/or
        • Gift cards, or any other form of redemption that we may offer from time to time.
      • Service Provider rewards are subject to the terms and conditions of the Service Provider.  Gift cards are provided by third parties and are subject to the terms and conditions applicable to the selected gift card.
      • After redeeming your Points, you will receive an email or other electronic confirmation of your redemption at the email address you provided when you registered for the App, or subsequent email address you provided in the App.
      • Bonus Points may be available from time to time. Additional terms may apply to bonus Points. Bonus Point offers are limited and may be changed or discontinued at any time.
      • The amount of Points earned by each action and the available benefits may change from time to time at our sole discretion without notice.
      • Points are promotional, have no cash value and cannot be redeemed for cash. Points are personal to you and they cannot be transferred, sold or exchanged.  You have no property interest in the Points.  Points can only be redeemed for benefits available within the App. Points cannot be shared or combined across multiple User Accounts, or otherwise assigned or transferred.
      • Depending on the selected benefit, the redemption process can take as little as a few minutes to several days.
      • To maintain the integrity of the Play2Pay Program and prevent misuse, we will set maximum limits for the number of Points that can be accrued and the maximum rewards that can be redeemed over a certain period of time.  These limits may be modified from time to time in our sole discretion and without notice.
      • Once Points have been used to redeem a benefit available within the App, they cannot be exchanged, returned, recovered or reinstated.
      • Your Points will automatically expire if: (a) you do not accrue Points through engagement with advertising delivered through the App for any consecutive ninety (90) day period, (b) you cancel your User Account, or (c) if the Play2Pay Program is terminated. When Points expire, they are forfeited and cannot be recovered or reinstated.
      • We reserve the right to substitute, modify or discontinue the Play2Pay Program, including any features, at any time with or without notice to you. We are not responsible to you or any third party for exercising this right. Modifications may include, but are not limited to the addition of free or paid services or changes to the content. Any new features that modify the Play2Pay Program will also be subject to this Agreement and modifications to this Agreement made by us.
    • Termination of Points; Suspension or Termination of User Account.
      • Without notice to you, we reserve the right to block or suspend any User Account and/or terminate your User Account and/or your participation in the Play2Pay Program if we determine or suspect, in our sole discretion, that (A) you have violated this Agreement; (B) there is any actual or suspected Prohibited Activity by you or in connection with your User Account; or (C) the use of your User Account (by you or someone else) is unauthorized, deceptive, fraudulent or otherwise unlawful. We may, in our sole discretion, block, suspend or cancel User Accounts that appear to be duplicative or otherwise associated with the same person. In the event that your participation in the Play2Pay Program is blocked or terminated, all Points in your User Account are void.
      • Without notice to you, we reserve the right to block or suspend any User Account while we review the User Account and investigate suspected Prohibited Activity or other suspicious or potentially abusive behavior. You agree and acknowledge that the determinations of Play2Pay with respect to its review of User Accounts and decisions to block, suspend, cancel or terminate User Accounts and Points associated with such accounts are final.
      • Without notice to you, we also reserve the right to "unregister" and make ineligible for redemption any User Account that has been inactive for one (1) year. Inactivity is defined as no Points earned during such one (1) year period. In the event that your User Account is unregistered or rendered inactive, all Points in your User Account are void.
    • Prohibited Activity.  You agree not to engage in any of the following “Prohibited Activity”, the violation of which shall be deemed a material breach of this Agreement:
      • Creating multiple User Accounts.
      • Using disposable email addresses that automatically forward messages to an alternate address, or that can automatically visit and open verification links that are sent to them.
      • Generating fraudulent impressions or fraudulent clicks.
      • Device identification manipulation, circumvention of Offer eligibility requirements or User Account falsification.
      • Interference with, disruption, or degradation of our App or Services, including the servers and networks we use (for example, by using repeated manual clicks, bots, scrapers, or other automated tools).
      • Changing or altering device settings or displays to avoid or otherwise circumvent daily limits that apply to an Offer or your use of the App or Services.
      • Using a virtual private network, proxy or any other means to obscure the true source of traffic or your location when using the App or Services.
      • Using any electronic means such as an internet bot or web robot to generate automated views, clicks, forced and/or artificial clicks, or conversions, or any other automatic process or method that generates user activity without a conscious and willful action of a user.
      • Using any misleading practices such as repeated manual clicks to artificially inflate user activity when using the App or Services.
      • Using an auto clicker program or any similar software that allows you to falsify data relating to your device or phone’s input, or that allows you to appear to be using your device or phone when in reality you have left it idle.
      • Accessing the App or Services through an emulator of any kind, regardless of the platform on which the emulator is being used.
      • Using software that can be used to modify games, or software that can unlock in-game content for free that would otherwise need to be purchased.
      • Using a rooted device or any device for which the user has been granted root access or privileged control. Rooted devices are not supported devices and may at any time be blocked from the App or Services.
      • Combining any Offer with any promotion or offer provided by a third party.
      • Fraudulent activity or fraudulent use of the App or Services. This includes actual or suspected fraudulent activity.

We may, in our sole discretion, block, suspend and/or terminate your User Account for any actual or suspected Prohibited Activity by you or in connection with a User Account.

    • Third Party Providers.
      • Your use of certain portions of the App and/or the Services may be subject to the terms of service of Third Party Providers, which may be different from Play2Pay’s terms of service, and which will be available to you once you access such sections of the App.
  • License.
    • Limited License. Subject to this Agreement, the Company hereby grants to you a personal, non-transferable, and non-exclusive license to install and use the App on your smartphone or mobile device, or access to the Company’s website(s) from any device, for your personal use.
    • User Equipment. You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a smartphone or other mobile device, your own Internet access (including payment of service fees associated with such access) and any other software or hardware necessary to operate and execute the App on your smartphone or other mobile device.
    • International Use. Although this App and Service may be accessible worldwide, we make no representation that materials on this App are appropriate or available for use in locations in all jurisdictions. Those who choose to access this App and Service do so on their own initiative and at their own risk. If you choose to access this App and Service, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this App is void where prohibited by law or regulation.
  • Third Party Websites.
    • Third-Party Sites and Information. This App may redirect or link to other websites on the Internet, or may otherwise include references to information, products, or services made available by unaffiliated third parties. While the Company makes every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand and acknowledge that the Company and its Affiliates are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, association with the App or Service, or any warranty of any kind, either express or implied.
    • Promotions. This App includes advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products with our App or Service. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
  • Intellectual Property and Ownership.
    • Content. For purposes of this Agreement, the terms App and Service also include any content, such as any product, method, software, data, technology, specification, description, information, communications, published works, photos, video, graphics, music, sounds, or any other things that is included with, operate on or can be viewed by users on the App or provided as part of the Service, including without limitation any derivative works, improvements, additions, collections or modifications.
    • Ownership of App, Service and Related Intellectual Property. You recognize and acknowledge that the App and Service and any and all intellectual property that is based on, derived from or pertains to the App and Service is the sole property of the Company or its Affiliates. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks utilized with the App or Service, and all other related intellectual property belong to the Company or its Affiliates, unless expressly stated to the contrary. Nothing in this Agreement grants you any ownership rights, or should be interpreted as granting you any ownership rights to the App or Service or any related intellectual property.
    • Database Rights.
      • For European Union residents: You acknowledge that in respect of any ‘personal data’, as such term is defined in Article 4 of the EU General Data Protection Regulation 2016/679 (“PII”), we receive from you, we may create databases derived from such data that may be shared with third parties under the terms of our Privacy Policy and you hereby waive any and all rights you may have to assert any form of database right in respect of such databases, except such rights as applicable under the EU General Data Protection Regulation 2016/679. We undertake that where any such databases are created and shared with third parties on a commercial basis, such sharing will be on a strictly anonymized basis unless we have separately obtained your consent on an “opt in” basis.
      • For non-European Union residents: You acknowledge that in respect of any PII, as defined below, we receive from you, we may create databases derived from such data that may be shared with third parties and you hereby waive any and all rights you may have to assert any form of database right in respect of such databases. We undertake that where any such databases are created and shared with third parties on a commercial basis, such sharing will be on a strictly anonymized basis unless we have separately obtained your consent on an “opt in” basis. For purposes of this Agreement, “PII” means personally identifiable information, which includes all information that directly or indirectly identifies you as an individual, such as your name, email address, mailing address, and telephone number.
    • Play2Pay may destroy or otherwise dispose of any relevant PII in its possession no later than 10 days after the effective date of the termination of this Agreement in accordance with Section 9.
    • You acknowledge and agree that Play2Pay is the owner of all intellectual property contained in and related to the Services, including but not limited to the App, and all trademarks, service marks, trade dress, patents, designs, and copyrights related to same (collectively, the “Software IP”).
    • Limitations on Use of App and Service. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this App in any form or by any means whatsoever without prior written permission from the Company. Any unauthorized use of the App or Service violates our intellectual property rights and is considered a breach of this agreement and infringement of our intellectual property rights, which could result in criminal or civil penalties. No license rights other than those expressly granted in this Agreement are conveyed under this Agreement or based on your use of the App or Service.
  • Privacy and Security.
    • Login and User Information. In order to access the Service on this App, you may be asked to set up a User Account and password or use your existing social network username and password. Our User Account registration page may request certain personal information from you, certain preferences you might have about products and services, and reward points that you may have earned using the App and Service (“User Information”). Company may choose to provide you with the ability to maintain and periodically update your User Information, or parts of it as you see fit.
    • Accuracy of User Information. By registering, you agree that all information provided by you as User Information is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.
    • Passwords and Security. You agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities that are carried on under your User Account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and User Account. Our employees will never ask you for your password.
    • Use of User Information. You hereby grant the Company license to use any PII and User Information provided by you to contact you regarding the App or the Service, in connection with the App and Service, and, at Company’s sole discretion, provide this information to third parties, if you opt-in to allow such use. The information we obtain through your use of this App and Service, including your User Information, is subject to our Privacy Policy, which may be published and modified from time to time by the Company on its website.
  • Representations Warranties and Disclaimers.
    • Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties or utilize the Service for the benefit of any such party.
    • No Warranty. ALL APP, SERVICE AND RELATED CONTENT COVERED BY THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE APP OR SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE APP OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP OR SERVICE WILL BE EFFECTIVE, ACCURATE, COMPLETE, RELIABLE OR MEET YOUR EXPECTATIONS, OR (D) THE QUALITY OF ANY APP OR SERVICE OBTAINED BY YOU THROUGH THE APP OR SERVICE FROM US WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS. THE APP AND SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. DUE TO THE NATURE OF PROVIDED SERVICE, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY AND ITS AFFILIATES DO NOT GUARANTEE UNINTERRUPTED PROVISION OF APP AND SERVICE, OR THAT THERE WOULD BE NO INTERFERENCE FROM UNAUTHORIZED THIRD PARTIES, DELAYS, INACCURACIES, UNAVAILABILITY OF SERVICE, ERRORS OR OMISSIONS.
    • No Warranty for Third-Party Infringement. Neither the Company nor its Affiliates warrant or represent that your use of materials displayed on, or obtained through, this App will not infringe the rights of third parties.
    • Use of App on Device. The use, acquisition and downloading of any part of this Service and App is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your smartphone or any other mobile device, or loss of data that results from such activities.
    • Third Parties. Through your use of the App, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or offerings provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such merchandise and you. We make no warranty regarding any transactions executed through a third party, or in connection with this App, and you understand and acknowledge that such transactions are conducted entirely at your own risk. Any warranty that is provided in connection with any offerings or content available on or through the App from a third party is provided solely by such third party, and not by the Company or its affiliates.
    • Right to Modify the App, Service or Access. WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE APP OR SERVICE, INCLUDING ANY FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, THE ADDITION OF FREE OR FEE-BASED SERVICES, OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT APP OR SERVICE SHALL ALSO BE SUBJECT TO THIS AGREEMENT AND MODIFICATIONS TO THIS AGREEMENT MADE BY US.
  • Limitation of Liability and Indemnification.
    • Assumption of Risk. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY CONTENT, INFORMATION OR ADS CONTAINED IN OR MADE AVAILABLE THROUGH OUR APP REGARDING ANY PRODUCT OR SERVICE OF ANY THIRD PARTY. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR ANY DAMAGES ARISING THEREFROM. YOU AGREE TO ASSUME THE RISKS FOR ANY PURCHASES, TRANSACTIONS, USE OF THE CONTENT, DATA, INFORMATION, PRODUCTS, OR ANY OTHER MATERIALS OF THE THIRD PARTIES THAT MAY BE ACCESSED THROUGH OUR APP OR SERVICE.
    • Limitation on Damages. IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR ANY DAMAGE TO YOUR DEVICE, LOSS OF DATA OR INFORMATION, LOSS OF PROFITS, OR LOSS OF USE, INCURRED BY YOU OR ANY THIRD PARTY DUE TO THE USE OF THE APP OR SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE AND CUMULATIVE LIABILITY OF THE COMPANY FOR ANY DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY YOU OR THE AMOUNT THAT WE RECEIVED FROM YOUR COMMUNICATIONS SERVICES PROVIDER FOR YOUR USE OF APP OR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE ALLEGED DAMAGES WERE CLAIMED TO HAVE BEEN INCURRED, REGARDLESS OF THE FORM OF ACTION OR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TYPES OF ACTION.
    • No Responsibility for Results or User Decisions. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE RESULTS OF YOUR DECISION TO USE THE APP AND SERVICE PROVIDED PURSUANT TO THIS AGREEMENT, AND FOR YOUR DECISION TO USE THE DELIVERED CONTENT, INCLUDING WITHOUT LIMITATION ADS, ANY ACTIONS INVOLVING THE REWARD POINTS OR ANY PURCHASES, WHEN UTILIZING THE APP AND SERVICES.
    • Third Party Activities and Representations. Further, we shall not be liable in any way for third party promises or representations regarding our App or Service or for assistance in conducting commercial transactions with the third party through this App, including without limitation the processing of orders.
    • Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, LIABILITIES, JUDGMENTS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’; FEES) ASSESSED OR INCURRED BY COMPANY, DIRECTLY OR INDIRECTLY, WITH RESPECT TO OR ARISING OUT OF: (I) YOUR FAILURE TO COMPLY WITH THIS AGREEMENT ; (II) YOUR BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; (III) YOUR USE OF THE RIGHTS GRANTED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY CLAIMS MADE BY ANY THIRD PARTIES; AND/OR (IV) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, OTHER INTELLECTUAL PROPERTY, OR PRIVACY RIGHT.
  • Term and Termination.
    • Term. The term of this Agreement will commence from the first time you use any of the Company’s App or Service and shall continue thereafter, unless terminated in accordance with this Agreement, you cease using the Service, or your cancellation of your User Account.
    • Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Service and App with or without notice and for any reason, including, without limitation, breach of this Agreement. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this App, and reporting you to the proper authorities, if necessary. You may terminate this Agreement by cancelling your User Account from within the App.
    • No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) for such termination, your right to use the Service available on this App will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.
    • Conditions Continuing After Termination. You acknowledge and agree that the conditions set forth in Sections 1, 2, 5, 6, 7, 8, 9, 10, and relevant parts of Sections 11 and 12 shall continue after the expiration or termination of this Agreement, irrespective of the reason for termination.
  • Arbitration, Governing Law and Attorney Fees.
    • Arbitration and Governing Law. Both parties expressly agree that any controversy or claim arising out of or relating to this Agreement (a “Claim”) shall be settled by binding arbitration in Broward County, Florida, in accordance with the substantive laws of the State of Florida, excluding its conflict of laws provisions, and the Commercial Arbitration Rules of the American Arbitration Association. Further, it is mutually agreed that judgment upon any award rendered by a single arbitrator may be entered in any court of competent jurisdiction. You and Company agree not to challenge any award given by the appointed Arbitrator, and to waive any claims or defenses that were not raised during Arbitration.

If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other users of the App or Services or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.  This section of this Arbitration Provision is the “Class Action Waiver.”

    • Attorney Fees. The party that is deemed to have prevailed in Arbitration shall be entitled to collect from the other party the reasonable attorney fees and other legal costs and expenses that prevailing party shall incur in litigation and in enforcing its legal rights.
  • Miscellaneous.
    • No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this App, or use of or access to the Service provided pursuant to this Agreement, and subject to express rights and obligations granted to you herein.
    • Successors and Third Party Beneficiaries. This Agreement shall be binding and inure to the benefit of the parties and their respective successors and assigns, beneficiaries, or designees. You acknowledge and agree that the Company may transfer or assign its rights and obligations under this Agreement to another company, and that, upon such transfer and your acceptance of this Agreement, the transferee of the Company’s rights and obligations under this Agreement shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary.
    • Force Majeure. In addition to any excuse provided by applicable law, the Company shall be excused from liability for non-delivery or delay in delivery of products or Service under this Agreement arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, strike, war, terrorism, fire, accident, act of God, adverse weather, inability to secure transportation, governmental act or regulation, court or governmental order, electronic malfunction, Internet delivery failure and other causes or events beyond the reasonable control of the Company, whether or not similar to those which are enumerated above.
    • Validity. If any part or provision in this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intentions of the parties, and the remaining parts shall remain in full force and effect.
    • No Waiver. The waiver by either party of any default or breach of this Agreement, or failure to enforce any particular provision of this Agreement shall not constitute a waiver of the party’s rights to enforce the same provision or term of this Agreement at another time, nor shall it constitute a waiver of any other provision or term of this Agreement or a waiver of the subsequent default or breach.
    • Entire Agreement. The terms and conditions contained in this Agreement constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Agreement is in conflict or inconsistent with the express terms and conditions specified in this Agreement, the express terms and conditions contained herein shall take precedence and control.
    • Notices. All notices shall be in writing and shall be deemed given upon (i) the date sent by confirmed facsimile, or (ii) on the date it was delivered by courier to the appointed officer of the Company. You may direct any questions or notices to Company with respect to the Agreement to the Company address that is provided on its website.
  • Specific Terms of Use Related to Communications Services Providers and Devices.

Notwithstanding anything in this Agreement to the contrary:

    • No Claims Against Communications Services, Ad Services Providers and Device Manufacturer. You recognize and acknowledge that this Agreement is between you and the Company, and does not form any agreement or contract between you and your Service Provider, device or device component manufacturer(s) (“Device Manufacturer”), or any ad content provider(s) (“Ad Provider”). Further, you acknowledge that the Company, and not the Service Provider, Device Manufacturer or Ad Provider, is solely responsible for the Services and App, or any terms and conditions in this Agreement.
    • Investigation of Intellectual Property Rights Violation Claims. You acknowledge that, in the event of any third party claim that the App or your possession and use of the App or Service infringes that third party’s intellectual property rights, you shall immediately inform the Company, and not Service Provider or Device Manufacturer, in connection with any such claims and shall assist the Company with any investigation, defense, settlement and discharge of any such intellectual property infringement claims, accept a non-infringing replacement App or Service or a refund, as shall be decided by the Company alone.
    • Your Agreements with Other Third Parties. In the event that you have a separate agreement with the Service Provider or any other third party in connection with the use of any device or any other software when using the App and Service, you recognize and acknowledge that you will be responsible for compliance with the terms and conditions of your agreement with the Service Provider and such third party, and that the Company is not responsible for any of the terms and conditions in your agreement(s) with the Service Provider and other third parties, irrespective of the use of those devices or software with the App or Service.