Last Revised August 16, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY DOWNLOADING THE APPS OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HERE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD THE APPLICATION OR USE THE SERVICES.
Welcome! These Terms of Service ("Terms") apply to your access to and use of the websites, mobile applications (the "Apps"), software development kits ("SDK"), and other products and services (collectively, the "Services") provided by Placed, LLC ("Placed" or "we"). By accessing our Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver, do not access or use our Services.
ARBITRATION NOTICE: THESE TERMS CONTAINS AN ARBITRATION CLAUSE BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND PLACED AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND PLACED WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You must be at least 13 years of age to access or use the Services. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with the Services. If you are accessing or using the Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity's behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms. The Services are intended for use solely in the United States, Canada, United Kingdom, and Australia by residents of each market, and Placed makes no claims that the Services are appropriate for use outside of the United States, Canada, United Kingdom and Australia.
- USER ACCOUNTS AND ACCOUNT SECURITY
You may need to register for an account or use your credentials (e.g., username and password) from a third-party social media platform to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.
- COMMUNICATIONS FROM PLACED
By using the Services, you consent to Placed communicating with you about the Services or in connection with the features, functions and activities contained therein by SMS, text message, email or other electronic means. Your carrier's normal, messaging, data and other rates and fees will apply to these communications.
- RIGHTS WE GRANT TO YOU
Subject to these Terms, Placed grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use the Services on any device that you own or control. This license is for the sole purpose of letting you use and enjoy the Services' benefits in a way that these Terms and our usage policies allow.
Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device's settings.
You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so. You agree not to authorize or permit any third party to distribute or make the App available over a network where it could be used by multiple devices at the same time; nor will you remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Services.
- RIGHTS YOU GRANT US
The Services may provide the opportunity for you to share content with Placed. You grant Placed and our affiliates a perpetual, irrevocable, nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to host, store, use, publicly display, reproduce, modify, adapt, publish, distribute, and create derivative works from, any content that you submit to Placed for business purposes (e.g., promoting the Sweepstakes in which you participated).
- USER CONDUCT
You agree that you will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while accessing or using our Services. You also agree that you will not:
- Submit any content that is (a) unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable, (b) that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content (c) or that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Attempt to misdirect, mislead, or generate fake location based data as part of the data collection process for the Apps;
- Use or attempt to use another user's account without authorization from that user and Placed;
- Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our services or that could damage, disable, overburden or impair the functioning of our services in any manner;
- Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
- Develop any third-party applications that interact with the Services without our prior written consent, including any scripts designed to scrape or extract data from the Services; or
- Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
- POINTS PROGRAM AND SWEEPSTAKES
The Placed Points Program is subject to the additional terms set out in the Placed Points Program Terms (https://www.placed.com/points-program). Placed's sweepstakes are subject to the additional terms set out in the Placed Sweepstakes Official Rules (https://www.placed.com/sweepstakes-rules).
- DATA CHARGES
You understand and agree that you may incur data charges or similar fees in connection with your use of the Services. It is recommended that any device utilizing the Apps subscribe to an unlimited monthly data plan.
- THIRD PARTY SERVICES & CONTENT
If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party's terms will govern the respective party's relationship with you. Placed is not responsible or liable for a third party's terms or actions taken under the third party's terms.
- ADVERTISEMENTS AND PROMOTIONS
Placed may run advertisements and promotions from third parties on or in connection with the Services or may otherwise provide information about or links to third-party products or services on or in connection with the Services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. Placed is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Placed advertisers or third party information on the Services.
The Apps and Services contain the valuable proprietary content of Placed and its licensors and is protected by copyright and other intellectual property laws and treaties. You agree not to use the Apps and Services except in its intended manner in accordance with these Terms.
- EXPORT LIMITATIONS
You may not use or otherwise export or re-export the Apps or any content therein, except as authorized by United States law and the laws of the jurisdiction in which the Apps or content were obtained. In particular, but without limitation, the Apps and the content contained therein may not be exported or re-exported to (a) any U.S. embargoed countries or (b) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
- ADDITIONAL iOS APP TERMS
- Acknowledgement: The parties acknowledge that these Terms are a binding agreement between you and Placed, and not with Apple Inc. Placed, not Apple Inc., is solely responsible for the iOS Apps and the content thereof. You further acknowledge that the usage rules for the Apps are subject to any additional restrictions set forth in the Usage Rules set forth in the App Store Terms of Service (the "Usage Rules") and that you will comply with any applicable third party terms when using the App.
- Support: Apple Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps.
- No Warranty: APPLE INC. HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO iOS APPS OR ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE iOS APPS. See Placed disclaimer in Section 19.
- Third Party Claims: The parties acknowledge that as between Apple Inc. and Placed, Placed, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the Apps or the end-user's possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and (iv) claims that the App infringes a third party's intellectual property rights.
- Third Party Beneficiary: The parties acknowledge and agree that Apple Inc., and Apple Inc.'s subsidiaries, are third party beneficiaries of the Terms relating to the iOS Apps, and that, upon the end-user's acceptance of these Terms, Apple Inc. will have the right (and will be deemed to have accepted the right) to enforce these Terms against the end-user as a third party beneficiary thereof).
- MAINTENANCE AND SUPPORT
Placed is not obligated to provide any support or maintenance services for the Apps or other Services. If you have any questions regarding the Apps, please contact Placed at firstname.lastname@example.org.
- LEGAL COMPLIANCE
By downloading, installing and using any App, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- MODIFYING THE SERVICES AND TERMINATION
Placed reserves the right to change, suspend, remove, discontinue or disable access to the Services at any time without notice. In no event will Placed be liable for the removal of or disabling of access to any portion or feature of the Services.
You can terminate these Terms at any time and for any reason by deleting your account and uninstalling the App.
Placed may also terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services, or impose new or additional limits on your ability to use our Services.
Regardless of who terminates these Terms, both you and Placed continue to be bound by [Sections 6-7, 10-14 and 16-27] of the Terms.
You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Placed, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys' fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE PLACED ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLACED AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, EVEN IF PLACED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PLACED'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $10 USD OR THE AMOUNT YOU PAID PLACED, IF ANY, IN THE LAST 12 MONTHS.
- ARBITRATION, CLASS-ACTION WAIVER, AND JURY WAIVER
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND PLACED TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
- Applicability of Arbitration. You and Placed agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Placed are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase "all claims and disputes" also includes claims and disputes that arose between us before the effective date of these Terms.
- Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA") and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
- Fees. If you choose to arbitrate with Placed, you will not have to pay any fees to do so. That is because Placed will reimburse you for your filing fee and the AAA's Consumer Arbitration Rules provide that any hearing fees and arbitrator compensation are Placed's responsibility. To the extent another arbitral forum is selected, Placed will pay that forum's fees as well.
- Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Placed. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum's rules, and these Terms. The arbitrator will 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 Placed.
- Waiver of Jury Trial. YOU AND PLACED WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Placed are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Placed over whether to vacate or enforce an arbitration award, YOU AND PLACED WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 24.
- Right to Waive. Any rights and limitations set forth in these Terms may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Section.
- Opt-out. You may opt out of arbitration. If you do so, neither you nor Placed can force the other to arbitrate. To opt out, you must notify Placed in writing no later than 30 days after first becoming subject to these Terms. Your notice must include your name and address and the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this arbitration section. You must either mail your opt-out notice to this address: Placed, LLC, ATTN: Arbitration Opt Out 12025 1st Avenue, 4th Floor, Seattle, WA 98121, or email the opt-out notice to PlacedArbitrationemail@example.com.
- Small Claims Court. Notwithstanding the foregoing, either you or Placed may bring an individual action in small claims court.
- Arbitration Survival. This arbitration section will survive the termination these Terms.
- GOVERNING LAW; VENUE
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of Washington, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Washington and the United States, respectively, sitting in King County, Washington.
- CHANGES TO THESE TERMS
We may make changes to these Terms from time to time. If we do make changes, we will post the amended Terms to our Services and update the "Last Updated" date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
- ADDITIONAL TERMS FOR SPECIFIC SERVICES
Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services. If any part of those additional terms and conditions conflicts with these Terms, the additional terms and conditions will prevail.
These Terms (together with any additional terms applicable to specific Services you use) constitute the entire agreement between you and Placed relating to your access to and use of our Services. The failure of Placed to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
- CONTACT US
Any questions, complaints or claims with respect to the Services should be directed to:
2025 1st Avenue
Seattle, WA 98121