1.Registration of Account
Your use of the POPID Gateway is subject to and conditional upon your successful registration of an account (“Account”) withPOPID. You agree to ensure that at all times, the Account has true, accurate, current and complete information about yourself. You must immediately notify POPID ifany information is incorrect.
Persons aged 12 years or under are prohibited from using our POPID Gateway. Persons aged 13 years to up to 18years of age may use the POPID Gateway subject to and conditional upon consent from a parent or legal guardian and your continuing use of the POPID Gateway implies that the before mentioned consent has been granted.
3.Member Account, Password andSecurity.
4.Use of the POPID Gateway.
The POPID Gateway contains connections to websites, applications, loyalty programs and similar platforms (collectively, the “Third PartyServices”) provided or hosted by POPID certified merchants and other third parties (“Third Parties”). You acknowledge and agree that: a) the Third Parties are solely and exclusively responsible for the Third Party Services and any content on or connection thereto; b) your use of the Third Party Services is subject to and conditional upon your acceptance of any terms, conditions or policies implemented by the ThirdParty, from time to time; c) under no circumstances shall we be liable, in anyway or form, for any disconnections to, content provided by or errors or omissions in, the Third Party Services; d) we will share your identity and PersonalInformation with the Third Parties strictly in relation to your use of theThird Party Services; and e) we reserve the right, in our sole and absolute discretion, to discontinue and / or remove any Third Party Services from the POPID Gateway.
You acknowledge that there are third (3rd) parties including, but not limited to,NEC, Amazon, Dwolla, Inc., Plaid, Inc. and credit card processors(collectively, the “Service Providers”), who provide technology, payment processing and other services (collectively, the “Ancillary Services”) to us for use in the POPID Gateway and you agree that: a) we may, from time to time, share your identity and Personal Information with the Service Providers strictly in relation to our use of the Ancillary Services; b) the ServiceProviders are solely and exclusively responsible for the Ancillary Services and any content on or connection thereto; c) under no circumstances shall we be liable, in any way or form, for any disconnections to, content provided by or errors or omissions in, the Ancillary Services; and d) we reserve the right, in our sole and absolute discretion, to discontinue and / or remove any AncillaryServices from the POPID Gateway.
You acknowledge that the POPID Gateway may be available from Third Parties via a mobile device(“Mobile Services”), including the ability to upload content to, browse and otherwise access the POPID Gateway or certain features thereof. You further acknowledge and agree that: (a) to the extent you access the Mobile Services, your service carrier’s standard charges, data rates and other fees may apply; (b)by using the Mobile Services, we, the Third Party and / or your mobile provider may communicate with you by automated SMS, MMS, text message or other electronic means to your mobile device and that information about your usage of the Mobile Services may be communicated to us; (c) in the event you change or deactivate your mobile telephone number, you must promptly update your Account;(d) you will only access the Mobile Services on a mobile device number legally assigned to you by a service carrier; (e) you will be sent SMS messages from time to time as part of our provision of the Mobile Services and the frequency of the same depends on your use of the POPID Gateway. If, at any time, you desire to opt-out from such messages, you should immediately contact us at firstname.lastname@example.org.
9. Destruction of Identifiers & Information.
You acknowledge that we will destroy your biometric identifiers and biometric information on the earlier date of either: (a) the date when the initial purpose for us collecting and obtaining such identifiers and information has been satisfied; or (b) within three years of the last date of your use of thePOPID Gateway.
10. User Content.
You understand that all non-personal information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, the “Content”) which you publicly post or privately transmit on any of the POPID Gateway, is your sole responsibility. You warrant to us that this Content is: (a) your own; (b)lawful; (c) not infringing upon any third (3rd) party’s intellectual property rights; and (d) provided in good faith. By posting the Content on the POPIDGateway, you grant us and our affiliates a non-exclusive, worldwide, royalty free, fully paid, transferable, sub-licensable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify and other wise use your Content strictly in connection with the operation of the POPID Gateway or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. If you do not agree to such license, then you should immediately email us at email@example.com
11. Commercial Use.
You acknowledge and agree that the POPID Gateway are for your personal use and you agree that you will not, without our prior written consent, display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the POPID Gateway.
12. ServiceContent, Software and Trademarks.
You acknowledge that the POPID Gateway and the technology and software underlying it, may contain content which is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws (collectively the “ProprietaryContent”). You acknowledge and agree that the Proprietary Content is the sole property of us, our affiliates and our partners. You warrant to us that you will not, without our prior written consent, modify, transfer, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works or use for the benefit of any third party, the Proprietary Content. You further warrant to us that you will not engage in or contract with or direct any third party to engage in or use any data mining, robots, scraping or similar data gathering or extraction methods with respect to our POPID Gateway. Any use of the POPID Gateway, except as specifically authorized herein, is strictly prohibited.
We welcome comments, suggestions, ideas and feedback (collectively, the“Feedback”) with respect to the POPID Gateway and you agree that in providing the Feedback, we may use the Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you, unless you expressly prohibit such use.
In the event you believe, in your reasonable discretion, that any Content infringes upon your rights under The Digital Millennium Copyright Act of 1998 (the“DMCA”), then you may send us written notice of such purported infringement to firstname.lastname@example.org and request that such Content be removed from the POPID Gateway. The beforementioned notice must be provided in accordance with the provisions of the DMCA.
15.Disclaimer of Warranties.
We provide no warranties nor representations in relation to the POPID Gateway, the Mobile Services, theThird Party Services or any other matter outlined in these Terms. Your use of the POPID Gateway, the MobileServices and the Third Party Services is at your sole and exclusive risk. We expressly disclaim all warranties or representations, of any kind and whether express, implied or statutory, including, but not limited to, warranties of merchantability, fitness for use or a particular purpose, title or non-infringement.
16.Indemnity & Release.
You hereby irrevocably agree to indemnify, release, defend and hold harmless us and our affiliates, officers, employees, directors and agents, from all damages, losses, demands, actions, suits and similar claims (“Claims”), of whatsoever nature and whether known or unknown, arising out of or in relation to: a) a breach of these Terms; b) the POPID Gateway; c) the Mobile Services; d) the Third Party Services; e) the Ancillary Services; f) the termination or modification of your Account; g) any incorrect information provided by you on your Account; h) any other matter outlined or contemplated in these Terms. If you are a California resident, you waive your rights under Section 1542 of theCalifornia Civil Code which stipulates that “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.” If you are a resident of another jurisdiction, you waive any comparable statute, doctrine or Law.
We reserve the right to implement a loyalty or rewards program, at any time and in our absolute discretion.
You acknowledge and agree that we may, in our sole and absolute discretion, suspend or terminate your Account or use of the POPID Gateway or Mobile Services, for any reason and without notice.Upon termination of your Account or the POPID Gateway or Mobile Services, yourAccount and all of your related Rewards, if any, will be deleted and you must immediately cease using the POPID Gateway, the Mobile Services and any other POPIDGateway services or products provided by us.
19. Limitation of Liabilities.
You expressly understand and agree that we shall not be liable for any indirect, incidental, special, consequential or exemplary damages or damages for loss of profits, including, but not limited to, damages for loss of goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages),whether based on contract, tort, negligence, strict liability or otherwise, arising out of or in relation to: a) the POPID Gateway; b) the Mobile Services; c) the Third Party Services; d) the termination or modification of yourAccount, the POPID Gateway or the Mobile Services; e) any incorrect information provided by you on your Account; f) any other matter outlined or contemplated in these Terms. In no event shall our total liability to you for all Claim sexceed the amount being the lesser of either: a) the amount you have paid to us in the last six (6) months immediately preceding the Claim; or b) One HundredUnited States Dollars (US$100.00). Further you agree that any Claim, regardless of any statue or law to the contrary, arising out of or brought in relation to the POPID Gateway, must be filed within one (1) year after such Claim arises.
20. User Disputes.
You acknowledge and agree to use the POPID Gateway in common with the other users of the POPID Gateway(“Users”) and such use must be legal, honest and in good faith. You are solely and exclusively responsible for your interactions with the Users.
Notwithstanding clause 20, any dispute, claim or controversy arising out of or
relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in Los Angeles,California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
22. Governing Law.
Subject to clause 21, theseTerms will be governed by the laws of the State of California and both you and us agree to submit to the non-exclusive jurisdiction of the Courts of the State of California.
23. No Class Actions.
You agree that any Claim under either clause 21 or 22 must be on an individual basis and you expressly agree and waive any right to a class, consolidated or representative Claim. If aClaim proceeds in a Court pursuant to clause 22., you further waive any right to a jury trial.
We reserve the right, in our sole and absolute discretion, to modify or discontinue, either temporarily or permanently, the POPID Gateway and/ or the Mobile Services (or any part thereof) without notice to you.
We reserve the right, in our sole and absolute discretion, to amend or modify these Terms (“Amended Terms”) from time to time and without further notice to you. Your continued use of the POPIDGateway and / or Mobile Services after such amendment or modification constitutes your acceptance of the Amended Terms. If you do not agree to the Amended Terms, then you should immediately cease using the POPIDGateway and delete your Account.
These Terms constitute the entire agreement between you and us with respect to the POPID Gateway andMobile Services and may only be amended, by us, in accordance with clauses 24and 25. These Terms supersede any prior agreements between you and use withrespect to the POPID Gateway and the Mobile Services.
The failure by us to exercise or enforce any right or provision of these Terms shall not constitute a wavier of such right or provision.
If any provision of these Terms is found by a Court of competent jurisdiction to be invalid, then that provision is deemed severed from these Terms and you and us will remain boundby the remainder of the Terms.
29. Electronic Copies. An electronic copy of theseTerms shall be binding on you and us and will be admissible in judicial and administrative proceedings based upon or relating to these Terms.
Any notice required to be given under these Terms may be sent to us at email@example.com and to you, at the email address provided by you during the registration process of your Account.