Welcome to MyPlace! PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS”) CAREFULLY. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND MYPLACE, INC. (“MYPLACE,” “WE,” “US” OR “OUR”) governing your use, and MyPlace’s provision to you of https://myplace.co/ or any other website of MyPlace with a link to these Terms, our mobile application (our “App”) or any content, information, services, features, or resources available or enabled thereon (collectively, the “Services”). Your use of the Services may be subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with MyPlace (“Supplemental Terms”) which are incorporated by reference into these Terms, (together, the “Agreement”). To the extent there is any conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (ii) YOU ARE AT LEAST SIXTEEN (16) YEARS OLD; AND (iii) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT: (i) THE TERM “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (ii) THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.
You understand and agree that, as further described below:
MYPLACE IS NOT A PARTY TO ANY RELATIONSHIP BETWEEN USERS, INCLUDING WITH RESPECT TO THE SHARING OF ANY STUFF (AS DEFINED BELOW); MYPLACE SOLELY PROVIDES PLATFORM FOR USERS TO INTERACT AND TO ENABLE AROUND THE SHARING OF STUFF AND FOR FACILITATING PAYMENTS BETWEEN USERS; MYPLACE IS NOT A PROVIDER OF ANY STUFF OR LEGAL ADVICE, AND IS NOT A CONTRACTING AGENT, REAL ESTATE BROKER, OR AN INSURER; MYPLACE HAS NO CONTROL OVER ANY STUFF OR THE CONDUCT OF ANY USERS OF THE SERVICE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW; AND ANY SHARING OF STUFF BETWEEN USERS IS SOLELY ON THE TERMS SET BETWEEN USERS; MYPLACE DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY STUFF SHARED BY USERS, TO THE MAXIMUM EXTENT PERMITTED BY LAW; AND USERS ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY LAWS OR REGULATIONS ASSOCIATED WITH THE SERVICES ANAND THE SHARING OF STUFF.
SECTION 17 OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT.
SEE SECTION 17 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT IF YOU DESIRE TO DO SO.
1. DESCRIPTION OF THE SERVICES.
MyPlace provides a social networking site that allows users to connect with other users and a platform for users to interact around one user sharing his or her personal stuff (referred to as “Stuff”) with friends, acquaintances, or other users on the Services.
2. REGISTRATION AND ACCOUNTS
2.1 Registration and Account Creation.
In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) an email address and password. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete.
2.2 Social Networking Site.
If you access the Services through a social network third party service (“SNS”) as part of the functionality of the Services, you may link your Account with a SNS, by allowing MyPlace to access your SNS, as is permitted under the applicable terms and conditions that govern your use of each SNS. You represent that you are entitled to grant MyPlace access to your SNS account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS. By granting MyPlace access to any SNS accounts, you understand that MyPlace may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS account (“SNS Content”) so that it is available on and through the Services. Unless otherwise specified in this Agreement, all SNS Content shall be considered to be User Content (as defined below). Depending on the SNS account you choose and subject to the privacy settings that you have set in such SNS account, personally identifiable information that you post to your SNS account may be available on and through the Services.
2.3 Account Responsibilities.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify MyPlace of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. MyPlace cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. ACCESS TO THE SERVICE
3.1 Access and Use.
Subject to this Agreement, MyPlace grants you a non-transferable, non-exclusive, revocable, limited right to access and use the Services solely for your own personal, noncommercial use.
3.2 Application License.
Subject to your compliance with the Agreement, MyPlace grants you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, and “as is” license to download, install and use a copy of our App on mobile devices owned or controlled by you and to run such copy of the App solely for your own personal purposes in connection with accessing and using the Services.
3.3 Certain Restrictions.
By accessing and using the Services you agree that you will not, and will not permit any third party to: (i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (ii) frame or utilize framing techniques to enclose any trademark, logo, or other MyPlace content (including images, text, page layout or form) of MyPlace; (iii) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (iv) access or use the Services in order to build a similar or competitive website, product, or service; and (v) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services, except as expressly permitted herein. Unless otherwise indicated, any future release, update, or other addition to the functionality of the Services shall be subject to this Agreement. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
3.4 Modification.
MyPlace reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that MyPlace will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
3.5 No Support or Maintenance; Necessary Equipment.
You acknowledge and agree that MyPlace will have no obligation to provide you with any support or maintenance in connection with the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
3.6 Ownership.
Excluding any User Content that you may provide (defined in Section 6 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by MyPlace or MyPlace’s suppliers. Neither this Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. MyPlace and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.
4. SHARING OF STUFF
4.1 Relationship Solely Between Users.
When users coordinate around the sharing of Stuff, the relationship with regard to the sharing of that Stuff, including any decision to share Stuff with or of another user, is solely between those users and MyPlace is not a party to or member of that relationship. It is solely on the users’ responsibility to agree to any rules or responsibilities with respect to the sharing of the applicable Stuff. Users have sole responsibility for undertaking diligence with respect to the Stuff. MyPlace has no control over and does not guarantee the existence, quality, safety or legality of the Stuff offered by users, the truth or accuracy of users’ content or listings or the ability of users to share Stuff; or of the integrity, responsibility, or any actions of any users. Users are solely responsible for setting screening and eligibility policies for the sharing of a user’s Stuff.
4.2 Costs for Sharing.
Certain features of the Services may permit a user that wishes to share his or her Stuff to collect payment in connection with sharing such Stuff. By requesting a user’s Stuff for which the user requests a payment in connection with such Stuff, you agree to pay any such amounts via the Services. You agree that any amounts you charge for Stuff you offer to share on the Services will only be collected via the Services.
4.3 MyPlace as Payment Facilitator.
MyPlace solely offers a platform to allow users to interact, offer to share Stuff with other users solely on terms set by the applicable users, and facilitate transfers of money between users. As such, MyPlace is not a party to any relationship between users nor is it a provider of any space Stuff or legal advice, a contracting agent, real estate broker, a booking agent, or an insurer and MyPlace does not: (i) make any covenants, guarantees, or warranties with respect to the quality, safety, existence, suitability, or legality of any Stuff or the actions taken by users participating in the sharing of Stuff; (ii) own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Stuff; (iii) verify or confirm any information, content, or Stuff provided by any user. Any disputes, actions or claims for damages related to the sharing of Stuff, including any personal or property damage shall be resolved solely and directly between the applicable users and in no event shall MyPlace be a party to any such dispute.
4.4 Payments between Users.
If you require the collection of payment for the sharing of your Stuff with any user, you agree to collect such fees only through the Services. Any such fees will be paid to you less any Service Fees payable from you to MyPlace, if any within [2] business days after payment by the other user; provided that MyPlace has no obligation to distribute payment to you until the payment is received by such other user.
5. PAYMENTS
5.1 Fees for the Services.
MyPlace may charge you fees in consideration for making the Services available to you, including making available the functionality of facilitating the payment of amounts between users in connection with sharing of Stuff (“Service Fees”) You agree to pay any and all Service Fees charged by MyPlace in connection with your use of the Services.
5.2 Payment Terms.
In order to access and use certain features of the Services, including to offer to share Stuff, you may be required to provide your credit card or other accepted payment method (each a “Payment Method”). You agree that MyPlace or its third party payment provider may charge your payment method for any amount owed by you in connection with the Services, including the payment of any Service Fees and/or any amounts payable to other users. If Service Fees are payable in connection with any amounts collected for the sharing of your Stuff, you acknowledge and agree that we, or our third party service provider on our behalf may collect any such amounts from amounts collected on your behalf via the Services. MyPlace does not offer refunds
5.3 Taxes.
The payments required under Section 5.1 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If MyPlace determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, MyPlace shall collect such Sales Tax in addition to the payments required under Section 5.1 of this Agreement. If any services or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to MyPlace, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify MyPlace for any liability or expense MyPlace may incur in connection with such Sales Taxes. Upon MyPlace’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5.4 Payment Processor.
MyPlace uses Stripe (“Stripe”) as the third-party service provider for payment services (e.g., card acceptance, and related services). By using the Services to collect payments from or make payments to other users, you agree to be bound by: (i) the Stripe Privacy Policy:
https://stripe.com/privacy, and hereby consent and authorize MyPlace and Stripe to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions; and (ii) Stripe’s Services Agreement: https://stripe.com/legal. All information that you provide to us or to Stripe must be accurate, current, and complete. By making payments to other users via the Services, you authorize MyPlace to charge your Payment Method in accordance with this Agreement, and you agree that MyPlace is authorized to charge your Payment Method for all fees and charges due and payable to MyPlace hereunder and that no additional notice or consent is required. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY AMOUNTS OWED IN CONNECTION WITH THE SERVICES.
6. USER CONTENT
6.1 User Content.
“User Content” means any and all information and content that a user submits to, or uses with, the Services. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate Section 7. You further represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by MyPlace. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates Section 7. MyPlace is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
6.2 License.
You hereby grant (and you represent and warrant that you have the right to grant) to MyPlace an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights for the purposes of providing, improving, and promoting the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
6.3 Enforcement.
We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate Section 7 or any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 14, and/or reporting you to law enforcement authorities.
6.4 Reviews.
The Services hosts content that is related to reviews of certain users, interactions with users, Stuff, or their User Content. Such reviews are opinions and are not the opinion of MyPlace, have not been verified by MyPlace, and each user should undertake his or her own research to be satisfied concerning any specific user. You agree that MyPlace is not liable for any such content.
6.5 Feedback.
If you provide MyPlace with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to MyPlace all rights in such Feedback and agree that MyPlace shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. MyPlace will treat any Feedback you provide to MyPlace as non-confidential and non-proprietary. You agree that you will not submit to MyPlace any information or ideas that you consider to be confidential or proprietary.
7. ACCEPTABLE USE POLICY.
7.1 Use of the Services.
You agree not to: (i) upload, transmit, display, or distribute any User Content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (ii) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (iii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, content related to pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) interfere with any other user’s use and enjoyment of the Services; (vii) request or offer to share any Stuff in a manner that is illegal or violates any of the terms set forth herein; (viii) impersonates any person or entity, including any employee or representative of MyPlace; or (ix) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
7.2 Acceptance of Terms and User Conduct
(i) Acceptance of Terms: By using the Services, you agree to abide by these Terms. If you do not agree to these Terms, you are not permitted to use or access our Services. (ii) No Tolerance for Objectionable Content: We prohibit users from posting, sharing, or transmitting any content that we consider objectionable or abusive. We reserve the right to remove any content that we deem to be in violation of this provision and take any actions necessary to enforce this provision. (iii) No Tolerance for Abusive Users: Abusive behavior towards other users or our staff will not be tolerated. Users found to be engaging in any such behavior may have their access to our Services suspended or permanently terminated.
7.3 Interactions with other Users.
You agree, and promise to other users you interact with on the Services, including in connection with the sharing of Stuff, that you will not: (i) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (ii) provide incomplete or inaccurate information to and will not lie to, deceive, or mislead any person; (iii) you will not impersonate any other person; (iv) offer to share any Stuff that you do not have the right or permission to; (v) use the Services to sell, rent, purchase, or offer any personal property or services; or (vi) act unlawfully.
8. MYPLACE COMMUNICATIONS.
8.1 Generally.
You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, and email communications from MyPlace. Communications from us may include communications about your use of the Services.
8.2 Promotional Email Communications.
If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SERVICES.
8.3 Electronic Communications.
The communications between you and MyPlace use electronic means, whether you use the Services or send us emails, or whether MyPlace posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from MyPlace in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that MyPlace provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
9. INVESTIGATIONS.
MyPlace may, but is not obligated to, monitor or review the Services and User Content at any time. Although MyPlace does not generally monitor user activity occurring in connection with the Services or User Content, if MyPlace becomes aware of any possible violations by you of any provision of this Agreement, MyPlace reserves the right to investigate such violations, and MyPlace may, at its sole discretion, immediately terminate your right to use the Services, or change, alter or remove your User Content, in whole or in part, without prior notice to you.
10. INDEMNIFICATION.
You agree to indemnify and hold MyPlace (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Services, (ii) your interactions with other users, including in connection with any sharing of Stuff; (iii) your User Content, (iv) your violation of this Agreement; or (v) your violation of applicable laws or regulations. MyPlace reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of MyPlace. MyPlace will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. THIRD-PARTY LINKS, APPLICATIONS; OTHER USERS
11.1 Third-Party Links, Applications.
The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links & Applications”). Such Third-Party Links & Applications are not under the control of MyPlace, and MyPlace is not responsible for any Third-Party Links & Applications. MyPlace provides access to these Third-Party Links & Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Applications. You use all Third-Party Links, & Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Applications.
11.2 Other Users.
Each user of the Services is solely responsible for any and all actions on the Services, including its own User Content, and all actions related to the requesting to share, offering to share, or sharing of Stuff. Because we do not control User Content, including any User Content related to offering or requesting to share Stuff, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, legality, sufficiency, or quality of any User Content, including any information related to Stuff. Your interactions with other users, including any interactions in connection with the sharing of Stuff is solely between you and such users. You agree that MyPlace will not be responsible for any loss or damage incurred as the result of any such interactions. We do not oversee the sharing of any Stuff. If there is a dispute between you and any user of the Services, we are under no obligation to become involved. thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Services, including the App.
12. DISCLAIMERS.
ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT WHETHER PROVIDED BY MYPLACE OR ANOTHER USER OF THE SERVICES. MYPLACE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. LIMITATION ON LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MYPLACE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF MYPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE TOTAL AMOUNT PAID by you OR PAYABLE TO YOU on OR THROUGH the SERVICE during the TWELVE (12) MONth period prior to the act, omission or occurrence giving rise to such liability; OR (ii) ONE HUNDRED ($100) DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MYPLACE AND YOU.
14. TERM AND TERMINATION.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. You may terminate your Account and this Agreement at any time via the Services; provided that any amounts owed by you in connection with your use of the Services will remain due and payable and this Agreement shall survive until the payments of all such amounts. Any provisions of this Agreement that by their nature should survive any termination of this Agreement will survive. Upon termination of your rights under this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. MyPlace will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of your User Content.
15. COPYRIGHT POLICY.
MyPlace respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
1. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for MyPlace is:
Designated Agent: Zachary M Bell
Address: 650 Castro St Ste 120 PMB 95641 Mountain View, CA 94041
Telephone: +1.831.298.0050
Email: community@myplace.co
16. INTERNATIONAL USERS.
The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that MyPlace intends to announce such services or content in your country. The Services are controlled and offered by MyPlace from its facilities in the United States of America. MyPlace makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
17. ARBITRATION AGREEMENT.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with MyPlace and limits the manner in which you can seek relief from us.
17.1 Applicability of Arbitration Agreement.
You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with MyPlace, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or MyPlace may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
Arbitration Rules and Forum.The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent United States Corporation Agents, Inc. 221 N Broad St., Suite 3A Middletown, DE 19709.The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, MyPlace will pay them for you. In addition, MyPlace will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
17.2 Method of Arbitration.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.3 Authority of Arbitrator.
The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MyPlace. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
17.4 Waiver of Jury Trial.
YOU AND MYPLACE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MyPlace are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.5 Waiver of Class or Other Non-Individualized Relief.
ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
17.6 30-Day Right to Opt Out.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: community@myplace.co, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your MyPlace username (if any), the email address you used to set up your MyPlace account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
17.7 Severability.
Except as provided in Section 16.5 (Waiver of Jury Trial), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
17.8 Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with MyPlace.
17.9 Modification.
Notwithstanding any provision in this Agreement to the contrary, we agree that if MyPlace makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing MyPlace at the following address: 650 Castro St Ste 120 PMB 95641 Mountain View, CA 94041.
18. GENERAL
18.1 Changes.
You understand that the Services are evolving. You acknowledge and agree that MyPlace may update the Services with or without notifying you. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of: (i) thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable); (ii) thirty (30) calendar days following our posting of notice of the changes on our Services; and (iii) your providing assent to the updated Agreement in a specified manner, as applicable. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
18.2 Export.
The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from MyPlace, or any products utilizing such data, in violation of the United States export laws or regulations.
18.3 Exclusive Venue.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and MyPlace agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in California.
18.4 Disclosures.
MyPlace is located at the address in Section 18.7. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
18.5 Entire Agreement.
This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to MyPlace is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without MyPlace’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. MyPlace may freely assign this Agreement. The terms and conditions set forth in these Agreement shall be binding upon assignees.
18.6 Copyright/Trademark Information.
All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any MyPlace’s Marks will inure to MyPlace’s benefit.
18.7 Contact Information:
MyPlace, Inc.Address: 650 Castro St Ste 120 PMB 95641 Mountain View, CA 94041
Telephone: +1.831.298.0050
Email: community@myplace.co
19. Accessing and Downloading Applications from iTunes.
With respect to the App to the extent accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
19.1 You acknowledge and agree that (i) the Agreement is concluded between you and MyPlace only, and not Apple, and (ii) MyPlace, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
19.2 You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
19.3 In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between MyPlace and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of MyPlace.
19.4 You and MyPlace acknowledge that, as between MyPlace and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
19.5 You and MyPlace acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between MyPlace and Apple, MyPlace, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
19.6 You and MyPlace acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
19.7 Without limiting any other terms of the Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
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