. Company may amend this Agreement from time to time, each of which amendments shall be deemed to be effective 2 days after posting the updated Agreement at the Website or within the Application. You should check the Website, the Application and this Agreement regularly to ensure You remain current on the terms and agreements set forth herein.
1. Purpose. The purpose of this Agreement is to set forth the terms and conditions under which, among other things, Company will license to You use of certain of Company's technology, software and/or services such you can make use of the Website and/or Application for purposes of (i) gaining access to various tips, stories, photographs, images, videos, articles, posts and/or other content, (ii) engaging in communications with other users of the Website and/or Application, (iii) participating in certain "blogs" or other online discussion fora, (iv) earning certain rewards and redeeming such rewards, and/or (v) accessing various other features and/or tools related to the foregoing. References to "Website" shall mean the website currently located at www.30seconds.com and references to "Application" shall mean any mobile application made available by Company either in the iTunes Store, within the Google Play store or any other similar store where mobile applications can be purchased and/or downloaded. Company's services (the "Services") are described within various pages of the Website and/or Application. You should review these pages to gain a better understanding of the Services and the goals behind the Website and/or Application. Access to the Website and/or Application for the purposes described above is sometimes reference to herein as the "Purpose".
Excluding various Company promotional items the Company may make available from time to time, Company does not directly provide any products or services other than making the Website and Application available. Company does not endorse or recommend the products or services of any particular company or individual. Company does not endorse any tips or recommendations provided within the Services, and does not guaranty that such tips or recommendations are accurate or will lead to any particular result. Company's services are administrative only. Company shall not be liable in any way for the condition of any product, the performance of any service or any other action taken by any third party. You agree that Company shall not be liable for, and hereby release Company from, any damages or costs of any type arising out of or in any way connected with any relationship initiated or any information learned at the Website or via the Application. Users of the Website and/or Application are solely responsible for independently verifying the background, reputation, mission statement and credit-worthiness of those parties with whom they enter into, or with whom they prospectively will enter into, a transaction or engagement.
Further to your release above, in the event of any controversy or dispute regarding any transaction or engagement conducted through use of the Services, the Website or the Application (a "Dispute"), you hereby release Company, its affiliates and subsidiaries, and their respective directors, managers, officers, employees, agents, equity holders, co-branders, partners, successors and assigns (the "Released Parties"), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys' fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute. If you are a California resident, you hereby waive your rights under Section 1542 of the California Civil Code, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Company expressly reserves the right to discontinue, suspend or terminate the offering of one or all of its Services, and/or the Application, at any time.
2. License. Company hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use the Website and the Application as made available from time to time via mobile application during the Term (as defined below) solely for the Purpose. Company may, from time to time, update or modify the Website and/or Application, release new versions of the Website and/or Application or create new modules related thereto, each of which may, at Company's discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder including, without limitation, access to the Application or password-protected portions of the Website.
3. Certain Restrictions. You shall not directly or indirectly copy or reproduce all or any part of the Application or the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application and Website solely for its intended purposes and shall not use the Application or Website for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Application or Website to post, transmit, convey, submit, distribute, store or destroy any content, photographs, descriptions, drawings, content, audio materials, videos, text, messages or other information (collectively, "Posted Information"): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; (f) that is inappropriate or pornographic in any way; or (g) in violation of the any acceptable use policy or other policy posted at the Website or within the Application from time to time. You shall not violate or attempt to violate the security of the Application or the Website. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application or Website, including, without limitation, any of the software comprising or in any way making up a part of the Application or Website. You shall defend and indemnify Company, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 3.
4. Certain Responsibilities and Acknowledgments. You shall be solely responsible for: (i) all Posted Information you post at the Website and/or input into the Application; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Application and/or Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application and/or Website. You acknowledge that once a message, content or any Posted Information is submitted or posted to the Website or the Application, You may not be able to withdraw or delete it.
5. Company Rights. Company shall be entitled, at its sole discretion, to: (i) remove or cancel any Posted Information that Company deems to be offensive, illegal, inaccurate, contrary to any agreement or contract or inappropriate in any way, and Company shall not be liable to You or any other party on account of any such decision; (ii) review all Posted Information to ensure that it complies with all applicable rules and policies; or (iii) suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your Company Website account for any reason. Notwithstanding the foregoing, Company shall not be required to review or monitor any Posted Information entered into the Application or otherwise posted by You at the Website, and You shall be solely responsible for the veracity, appropriateness and accuracy of all such data, content and information.
6. Fees. Fees charged for the various products and/or services offered at the Website or through the Application, if any, are set forth in various locations throughout the Website, within the Application or in a separate document. In consideration for providing the Services, you agree to pay all such fees which are due and owing on account of the selections you have made at the Website, within the Application or through an Company representative (collectively, the "Fee"). Fees are payable as set forth in the applicable portion of the Website or Application, and you hereby agree to pay all costs and expenses incurred by Company (including attorneys' fees) in collecting past due Fees. In addition, past due Fees shall accrue interest at the lesser of 15% per annum or the maximum rate allowed by law. By checking the "I Accept" box at the end of this Agreement, downloading the Application or otherwise using any Services, you hereby agree to pay all Fees due and owing to Company (and, if applicable, authorize Company to charge the credit card you have on file with Company for all Fees due and owing hereunder). All fees described herein (including, without limitation, the Fees) are non-refundable once paid.
7. Term and Termination. This Agreement shall continue in full force at all times while you have access to any of the Services (the “Term”). Upon termination of this Agreement for any reason, You shall no longer be entitled to access or use the Application or any other non-public portions of the Website. In addition to the foregoing, in the event that Company determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Company policy in effect from time to time or otherwise failed to perform to the standards required of Company, Company shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Application, terminate any membership you may have purchased and/or eliminate Your access to submit Posted Information within the Website or Application, in each of the foregoing cases at any time and for any period of time. Company shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Application or Website, including without limitation any information input into the Application or Website by You. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of this Agreement shall survive any termination of this Agreement.
8. Intellectual Property.
(a) General Ownership. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Company and subject to the license below or any “contributor” or other agreement separately entered into between You and Company (an “Other Agreement”), You shall, except to the extent otherwise set forth in an Other Agreement, be deemed to be the sole owner of all Posted Information entered into the Application or otherwise posted by You; and (ii) Company is the sole owner of the name “30Seconds," and "30Second Mobile,” “30Second Mom”, names related thereto, as well as the Website, the Application, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Company regarding the Application or the Website shall, upon submission to Company, be owned solely and exclusively by Company. In addition, Company shall be entitled to post feedback at the Website and within the Application (and/or allow others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third party software, music, videos and/or content included within the Website and/or Application shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers’ license of such materials to Company.
(b) Use of Posted Information. In exchange for Your use of the Website and/or the Application, You hereby grant to Company an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information You post to the Website, submit to Company or post through the Application, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. You also irrevocably grant the users of the Application and/or the Website the right to access and review Your Posted Information in connection with their use of the Application and/or Website. Finally, You irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of moral rights or attribution with respect to Your Posted Information. Company shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or Application, including without limitation adjacent to Your Posted Information, with no obligation to remit any fee or other consideration to you in connection therewith. Nothing herein shall be deemed to alter or modify any intellectual property rights established within any Other Agreement.
11. Limitation on Liability. COMPANY SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY'S TOTAL LIABILITY TO YOU FOR ANY CLAIM OR SERIES OF CLAIMS ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50. If You are a resident of the state of New Jersey or otherwise subject to the laws of the state of New Jersey, any limitation of liability, mandatory arbitration, provision which would require one party to pay another party’s attorneys’ fees or legal costs, exclusion of warranties or disclaimers or other provision that is not allowed or permissible under any such law or regulation shall not apply to You. For all other individuals, any limitation of liability, mandatory arbitration, provision which would require one party to pay another party’s attorneys’ fees or legal costs, exclusion of warranties or disclaimers or other provision that is not allowed or permissible under Your state laws or regulations shall not apply to You.
12. Force Majeure. Company shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
13. General Terms. The following terms and conditions govern general use of the Website and, in certain instances, the Application:
(a) You agree to abide by all restrictions displayed on the Website and/or within the Application, as and when they are updated from time to time, including, without limitation, the rules in this Section 13. Company reserves the right to remove any content You post to the Website or within the Application, block the sending of any inquiry or other content Company deems inappropriate in its sole discretion, and may terminate all access to the Website and/or Application at any time in its sole discretion for any or no reason. While Company reserves the right to monitor all postings and/or content posted at the Website and/or within the Application, it has no obligation to do so.
Distribution. Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose. You may not “scrape”, re-frame or otherwise re-post any video or other content available at the Website and/or within the Application.
Derivative Works. You may not create compilations or derivative works of the Website or the Application, the Website or Application content or any other materials from the Website or Application.
Proprietary Notices. You may not remove, change or obscure, and You must retain on all copies of the content You download, any copyright notice or other proprietary notice,
Infringement. You may not use the Website, Application, the Website and/or Application content or any other materials from the Website or Application in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Company or any third party.
Information Distribution. You may not use the Website and/or Application or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Website or Application to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:
contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
You are restricted from using under any law;
infringes upon the intellectual property rights of any third party; or
contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.
Other Prohibited Uses. You may not use the Website or Application for any purpose that:
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or otherwise violates Company's rules or policies;
victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
invades any person’s or entity’s privacy or other rights;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Company, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
Others’ Personal Information. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.
Harm to Minors. You may not take any action on the Website or within the Application or use the Website and/or Application content to harm minors in any way.
Solicitation. You may not use the Website or Application or any Website or Application content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
(b) The Website, the Application and the Website and Application content contains and/or provides access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, recommendations, tips, recommendations, statistical data, text, software, music, routines, sound, photographs, graphics, video, messages and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or Application (“Third Party Content”) that may include content You find to be offensive, indecent or objectionable. The third party from whom any such Third Party Content originates is solely responsible for it and Company assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Company has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Company expressly states in writing to the contrary, Company neither endorses nor adopts as its belief any such statements. Company may provide information in articles Company posts or links to through the Website only for educational and general informational purposes and not as professional advice. Company has made no attempt to verify any information contained in any such articles.
(c) As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Company. When You use these links, You will leave the Website and Company will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Company is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
(d) The Company is a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn fees by linking to Amazon.com and affiliated sites.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Company's Agent for Notice with the following information in English (Your "Notice"):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that You claim has been infringed;
a description of where the material that You claim is infringing is located on the Website or within the Application;
Your address, telephone number, and email address;
a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Company has disabled access, Company may forward a copy of a valid Notice including name and email address to such individual or entity. Company's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
30Second Mobile, Inc.
1871 Tech Center
222 W. Merchandise Mart, Suite 1212
Chicago, IL 60654
15. Indemnification. You will indemnify and hold the Company and its affiliates harmless with respect to any suits or claims arising out of: (i) Your breach of this Agreement, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of the Website, Application and/or other Services or Your misuse or abuse of any Services; (iii) Your violation of applicable laws, rules or regulations in connection with your use of the Website, Application or Services, or (iv) our use of Posted Information or other materials generated or uploaded by You. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD- PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANY AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THIS AGREEMENT.
16. Accrued Time; Reward Items.
(a) Company may, from time to time and at its discretion, make available to you and other users of the Website and/or Application the opportunity to accrue time spent performing certain activities at the Website and/or within the Application (“Accrued Time”). There may be opportunities, for example and at Company’s sole discretion, to earn Time for having a tip published on the Website and/or other activities, such as commenting upon tips, that Company may allow from time to time. Accrued Time is non-transferrable, has no cash value, and may be cancelled by Company at any time in its sole discretion, and Company shall have sole discretion in determining the ways in which Accrued Time may be earned from time to time. All elections by You to redeem or “spend” Accrued Time shall be final and binding, and are not reversible for any reason. Company may allow You to make a cash purchase of additional Accrued Time to acquire Reward Items (as defined below) which require more Accrued Time than you have at the applicable time, each such purchase to be final and non-cancellable. Company shall be entitled to retain all proceeds from any such purchase. Any decisions made by Company regarding the earning and/or redemption of Accrued Time shall be final, and Company shall not be liable to You or any other third party on account of any such decision. Accrued Time is not redeemable for products and/or services except as may explicitly be set forth at the Website and/or Application from time to time, it being understood that any such offer by a vendor, sponsor or service provider (each, a “Selling Party”) to provide You with any product or service in return for the redemption of Accrued Time may be terminated, revoked or modified at any time by either Company or such Selling Party. While Selling Parties have indicated to Company that they will honor approved redemptions of Accrued Time through the Services, Company does not represent and warrant, or otherwise guaranty, that such is the case, and as such, (i) any dispute regarding the redemption of any Accrued Time shall be resolved solely between You and the applicable Selling Party, and (ii) Company shall not be liable in any way or for any amount in respect of any such dispute. Further information regarding Accrued Time may be found at 30seconds.com/rewards.
(b) Any third party products or services made available at the Website and/or within the Application for purchase, whether through the redemption of Accrued Time or otherwise, are referred to herein as “Reward Items”. You acknowledge that Company is not a manufacturer or retailer of any Reward Item. Your communications with manufacturers, brands, sponsors, distributors and/or any other Selling Party are solely Your responsibility, and any issue which may arise between You and a Selling Party, whether such issue involves a Reward Item or any other matter, is to be resolved between You and such Selling Party without the involvement of Company. You agree that Company shall not be liable for any damages or costs of any type arising out of or in any way connected with Your purchase, acquisition and/or use of any Reward Items acquired from or through the Website, the Application or otherwise through the Services. As such, You shall not name Company or any of its affiliates, directors, officers or equity holders as a party in any litigation or arbitration arising out any communications or transactions with a Selling Party or related to the acquisition and/or use of any Reward Item.
(c) For purposes of clarity, because Company is not a manufacturer, Company does not make, and should not be construed as having made, any representation or warranty of any kind concerning any Reward Item, including without limitation any representation or warranty regarding the quality, size, color, utility, design, safety or legality of such Reward Item, or the truth or accuracy of any descriptions associated with any Reward Item. Additionally, Company makes no representation or warranty of any kind as to the willingness or ability of a Selling Party to complete a sale, redemption or any other transaction. To the extent Company elects to make any Company promotion items available, Company does not make any representations and warranties regarding same.
17. Reward Items Terms of Sale. In the event You purchase, redeem or acquire any Reward Item at the Website or through the Application, these Terms of Sale (together with the remainder of this Agreement) shall be binding on You.
Availability of Reward Items described within the Services are subject to change without notice. Company shall not be liable for any claims or damages arising in connection with one or more Reward Items which are out of stock or otherwise unavailable or which become unavailable at any time. Company reserves the right to discontinue offering any Reward Item at any time without notice to You or any other third party. Your sole remedy in the event of any Reward Item not being available is to use the Accrued Time to acquire a different Reward Item.
Accrued Time necessary to acquire any Reward Items shall be set forth within the Website or Application from time to time, and shall be determined by Company in its sole discretion. Company reserves the right to increase the amount of Accrued Time required to acquire any Reward Item without notice to You. Company shall not be not responsible for or liable to you for any errors or mistakes on the Website or within the Application. In the event a Reward Item is listed with an incorrect Accrued Time requirement due to typographical, photographic or technical error or error, Company reserves the right to refuse or cancel any orders placed for that Reward Item listed at the incorrect amount.
Company makes no representations or warranties regarding any taxes You may owe on account of acquiring any Reward Item, all of which taxes shall be Your sole and exclusive responsibility.
All Reward Items are drop-shipped by the applicable Selling Party and are shipped FOB such Selling Party’s shipping point. You will be responsible for any loss or damage to a Reward Item once the Selling Party gives it to the carrier selected by such Selling Party for delivery to You. Shipping dates are approximate and not guaranteed. It is Your responsibility to provide accurate contact information that allows the shipper to deliver Reward Items to You.
Unless otherwise expressly agreed in writing by a Selling Party, all sales and/or redemptions of a Reward Item are final, and no returns will be accepted. Any questions regarding Reward Items or issues related thereto shall be directed solely to the applicable Selling Party, and not Company.
COMPANY MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING ANY REWARD ITEM, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR RESPECTING NON-INFRINGEMENT, OR AS TO INJURIES OR DAMAGE ANY SUCH REWARD ITEM MAY CAUSE.
Reselling by You
You shall purchase or acquire Reward Items through the Website or Application solely for Your own use, and not for resale or re-distribution of any kind. You agree to indemnify and hold Company harmless from any claims asserted by a third party, regardless of the theory under which such claim is asserted, arising out of the resale or distribution of any Reward Items by You. Also, You are not authorized to use any of Company’s trademarks or trade names or those of Selling Parties without Company’s or their written consents, as the case may be.
Use of Reward Items
You are solely responsible for ensuring that You are using all Reward Items in a safe and appropriate manner. Company shall not be liable for any claims, damages or injuries caused by Your negligence, the misuse of any of the Reward Items, or any other damages or injuries arising out of Your use of any of such Reward Item.
18. Terms applicable to Selling Parties. To the extent You are a Selling Party, You hereby agree that all offers, sales and/or acquisitions of Reward Items through the Website or Application shall be governed by the terms set forth in this Section 18, together with the terms set forth in Section 16 and 17 above. Company and You will separately agree, either in writing or electronically, upon the Reward Items to be made available by You through the Services. Company shall have sole discretion in determining the amount of Accrued Time necessary for any customer to acquire a Reward Item. Company reserves the right to approve or decline any and all items to be featured as a Reward Item. You will, in advance of any Reward Item being made available through the Website or Application, provide to Company digital images and a Reward Item description Company can use to display such Reward Item within the Services. You agree and acknowledge that neither Company nor any customer shall owe any cash or other amount to You in connection with the purchase and/or redemption of any Reward Item. You hereby license use of such images, such descriptions and Your name and logo(s) for purposes of making the Reward Items available as described herein. Upon redemption or purchase of one of Your Reward Items, (i) You will receive an e-mail, electronic notice or other notice from Company or through the Website detailing the Reward Item(s) purchased or redeemed, as well as the applicable customer information, (ii) You will, no later than 3 days following such notice from Company, confirm to Company by e-mail (at the address provided by Company from time to time) or other electronic means determined by Company from time to time, receipt of such order, and (iii) You will, no later than 7 days following receipt of such notice from Company, process and ship the Reward Item(s) to the applicable customer. At the same time, You will communicate to Company and customer that the Reward Item has shipped, and provide a tracking number if available. You will be solely responsible for shipping the correct Reward Items, covering all costs and expenses associated with each Reward Item purchase (including, without limitation, shipping charges), and handling all customer service inquires and/or complaints regarding any Reward Item. Company shall not be liable or responsible for any damages arising out of any disputes that may arise in connection with any Reward Item. In addition to the foregoing, Company make, from time to time, make other benefits available to You such as displaying your logo with a link to Your website on the same page as Your Reward Item(s). Further information regarding Selling Parties and Reward Items may be found here or in documents or materials separately provided, or within e-mail communications separately sent, by Company.
19. Miscellaneous. Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website and/or the Application shall be resolved in the appropriate Federal or state court located solely and exclusively in Cook County, Illinois. You hereby consent to exclusive jurisdiction in Illinois, and agree not to raise any defense of forum non conveniens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent, employee or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Company's prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.