Date of last revision: 9th November 2013.
The Agreement governs your access to and use of 100’s Services ("100’s Services" means 100’s Website, products, and services).
100’s Services are operated by 100 Inc, a company established and registered according to the laws of the state of Delaware with Registration Number 5398834 and with a mailing address at 204 E 2nd Ave #156, San Mateo, CA 94401.
100 Inc ("100", "we", "our" or "us") operates giveit100.com (“the 100 Website”), a place where people come to connect and share.
This Agreement constitutes legally binding terms and applies to all access to, and use of, 100’s Services.
By accessing, using, and/or continuing to use any of 100’s Services, you agree to be bound by, and comply with:-
In absence of your agreement to the above, you are not authorized to use, and you should discontinue use of, all of 100’s Services.
You agree that:-
Even after your membership is terminated, or you cease using 100’s Services, some terms of your agreement(s) with 100 will remain in effect, including, for example, Sections 5-25, except as may be mutually agreed.
Use of 100’s Services and registration to be a member for 100’s Services is void where:-
By using 100’s Services, you represent, warrant and agree that:-
Your account will be deleted and your membership may be terminated without warning, if we believe that you have misrepresented your age or identity to us in a manner that violates this Agreement or is unlawful. Registered sex offenders and those convicted of violent crimes are not eligible for membership of any of 100’s Services.
By accessing and/or using any of 100’s Services you are a deemed to be a “User”. A “User” is someone who accesses and/or uses 100’s Services and includes visitors to, and registered members of, 100’s Services.
After registration as a member of 100’s Services, you may create your account, and its associated profile(s) in accordance with the terms of this Agreement. You may not create an account for anyone other than yourself without the other person's permission.
100’s Services are for the personal use of Users. 100’s Services may only be used for direct commercial purposes if they are specifically endorsed or authorized by 100.
100 may allow you to create multiple accounts and one profile for each account.
We may offer you, from time to time, the ability to choose how you share or make your profile, or aspects of it, available to others by means of profile settings, which functionality may change as 100’s Services evolve.
100 currently makes all profiles of all members public by default. You may adjust your settings ‘here’ https://giveit100.com/settings.
We will make good faith efforts to honor profile settings, but 100 is not responsible for errors and we reserve the right to change the way profile settings and preferences work from time to time, so visit your profile settings regularly to ensure that the reflect your preferences and to see how we may have added or changed how you can exercise choice.
You may not use any profile for purpose of impersonation, deception or confusion.
If you select a profile name or similar identifier for your account(s), we reserve the right to remove or reclaim it (e.g. when a trademark owner complains about a username that relates closely to their trademark but not to the User’s actual name).
You are solely responsible for any and all use of your account and all Content you post on 100’s Services (“Content” means text, Messages, files, images, photos, video, sounds, musical works, sound recordings, works of authorship, applications, or any other materials or content).
When you register to become a member, you may be asked to choose a password. You are entirely responsible for maintaining the confidentiality of any password you choose.
When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from 100 by the same method. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
100 may interact with law enforcement regarding your use of 100’s Services. You acknowledge and agree that 100 may make your information available to law enforcement.
Linked Services. Linked Services created by third party developers may be available on, through or in connection with 100’s Services. Linked Services include applications, websites, desktop, wireless, mobile and other services available from third parties which can be installed onto your profile, or elsewhere on 100’s Services, shared with other Users on 100’s Services, otherwise accessed via 100’s Services, or which may link to your profile from outside of 100’s Services.Linked Services may use your profile information, friends and/or other profile Content on the Linked Service and share activity events between 100 and the Linked Service (depending on the features the Linked Service chooses to make available).
We may offer you certain ability to control what is initially shared with Linked Services through your profile settings, or permission options otherwise made available to you (e.g., when downloading, accessing or activating Linked Services), and we will use good faith efforts to honor those choices.
100 may have limited control or no control at all over the content, operations, policies, terms, or other elements of any Linked Service, and 100 does not assume any obligation to review any Linked Service. 100 does not endorse, approve, or sponsor any Linked Service, or any third-party content, advertising, information, materials, products, services, or other items. 100 is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised by any Linked Service and makes no warranties, express or implied, as to the Linked Services or the providers of such Linked Services (including, but not limited to, the privacy practices thereof).
100 encourages you not to provide any personally identifiable information to any Linked Service unless you know and are comfortable with the third party with whom you are interacting.
Finally, 100 will under no circumstances be liable for any direct, indirect, incidental or special loss or other damages, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within Linked Services.
Any activities you engage in with any of the same, including but not limited to the provision of Content or data to them, are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Service so we encourage you to review them carefully.
Hyperlinks to 100. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to 100’s Services, so long as:-
100 reserves the right to suspend or prohibit linking to 100’s Services for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
You are solely responsible for:-
Each time you submit any Content, you represent and warrant that:-
You agree to pay all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on or through 100’s Services and/or Linked Services.
Please choose carefully the information that you post on, through or in connection with 100’s Services and that you provide to other Users. You acknowledge that the internet, and the technology of 100 and third parties used to enable it, may be subject to breaches of security and that you are aware that submissions of Content may not be secure, and you will consider this before submitting any Content.
Your profile may not include any form of Prohibited Content (as defined in Section 11) below.
Despite this prohibition, information, materials, products or services provided by other 100 members (for instance, in their profiles) or Linked Services may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and 100 assumes no responsibility or liability for this material. If you become aware of misuse of 100’s Services by any person or Linked Service, please email us at firstname.lastname@example.org.
100 reserves the right to limit the storage capacity of Content that you post on, through or in connection with 100’s Services.
100 may reject, refuse to post or delete any Content that, in the sole judgment of 100, violates this Agreement, is inappropriate for 100’s Services and/or which may be offensive, illegal or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. However, we are not obligated to take any action not required by law.
Any breach by you of this Section 10 and of Section 11 below will be subject to the indemnification obligations set forth in Section 21 below. We reserve the right to request at any time proof of the permissions you claim to have in a form acceptable to us. Failure to provide such proof may lead to, among other things, the Content in question being removed from 100’s Services.
100’s Services are a community and inherently a social media experience. Your activities, Content and Content consumption may be viewable by, or shared with, others on and off of 100’s Services, including advertisers. You consent to this, and, as detailed in Section 12, you irrevocably grant us the sublicensable right to use and exploit your name, persona, likeness, pseudonym, profile picture, information and Content, and to share it with others, without any obligation or remuneration to you. This may include, without limitation, associating you with commercial, sponsored or related content. If you are not the age of majority where you reside, you represent and warrant that your parent or guardian has read this section and consented and agreed on your behalf.
100 may (without limitation, in its sole discretion, and without any obligation to):-
If at any time 100 chooses, in its sole discretion, to review or monitor 100’s Services, 100 nonetheless assumes:-
We limit use of 100’s Services to Content and activities that we deem to be appropriate to our venue. 100 is the sole judge of what activities and/or Content on 100’s Services is appropriate and inappropriate for the purposes of this Agreement.
100 reserves the right to investigate and take appropriate action against anyone who, in 100's sole discretion, violates Sections 10 and/or 11, including, without limitation, taking legal action, removing Content from 100’s Services, terminating the membership of such violators and/or reporting such Content or activities to law enforcement authorities.
The following are examples, without limitation, of the kind of Content that is illegal, or prohibited to post on, through or in connection with 100’s Services. "Prohibited Content" includes, but is not limited to, Content that, in the sole discretion of 100:-
Prohibited Content may be removed from profiles, accounts and all 100’s Services without notice or explanation.
The following are examples, without limitation, of the kind of activities that are illegal, or prohibited to post on, through or in connection with 100’s Services. "Prohibited Activity" on, through, or in connection with 100’s Services includes, but is not limited to:-
100 does not claim any ownership rights in the Content that you transmit, submit, display or publish ("post") on, through or in connection with 100’s Services.
After posting your Content on, through or in connection with 100’s Services, you continue to retain any such rights that you may have in your Content, subject to the limited licenses you grant to others in this Agreement.
By posting any Content on, through or in connection with 100’s Services, you hereby grant to 100 (and its successors and affiliates) a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable, perpetual, and transferable license to use, modify, delete from, add to, combine with other content, prepare derivative works of, perform publicly and privately, display publicly and privately, reproduce, transmit, sell, distribute, and otherwise exploit Content you post or publish on, through, or in connection with 100’s Services by all means and manners now or later known, including, without limitation, in any media formats and through any media channels including, without limitation, through Linked Services (“Linked Service” means third party applications, widgets, websites, and/or mobile, desktop, and/or other services which are linked with your account at your election)).
Content submitted by Users and authorized by Users to be distributed on Linked Services need not be maintained on 100’s Services by us for any period of time, and Users will not have the right, once submitted, to access, archive, maintain or otherwise use such Content on 100’s Services or elsewhere.
The license you grant to 100 and its successors and affiliates under this Agreement is perpetual. However, after you remove your Content from 100’s Services, we will make commercially reasonable efforts to remove such specific deleted Content from further distribution on 100’s Services, as soon as practicable. However, please be aware that any distribution of your Content that may have occurred by you or other Users via Linked Services, or otherwise (e.g., posted on third party User's profiles, sent by you to other Users, contributed to a mashup of Content from multiple Users, etc.) may continue to be displayed, distributed and used. Further, deleted Content may persist in archival copies on 100’s servers for a reasonable period of time. You understand and agree that once Content is distributed to a Linked Service, or incorporated into other aspects of 100’s Services (e.g., as part of a derivative work), 100 is under no obligation to delete or ask other Users or a Linked Service to delete that Content; therefore, it may continue to appear and be used indefinitely. The above licenses granted by you in comments you submit to Users on 100’s Services are perpetual and irrevocable.
You also hereby grant to 100, and agree to grant to 100, the unconditional, perpetual, irrevocable, sublicensable, fully-paid and royalty free right to use, share and exploit your name, persona, and likeness, and your profile information and information about your activities on 100’s Services (including, without limitation, your activities in connection with our sponsors and advertisers), without any obligation or remuneration to you. However, from time to time we may offer you choices regarding how information about you is shared and we will make good faith efforts to honor your elections.
Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Content. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the rights granted to 100 hereunder. You understand that you will not receive any fees, sums, consideration, or remuneration of any kind for any of the rights granted in this Section 12. If you are a minor, you represent and warrant that your parent or legal guardian has consented to you granting the rights as set forth in this Section 12, and/or that are provided in any Additional Terms.
You consent to, and provide all rights necessary to, enable Users to sync (including through an application) their devices with any information that is visible to them on 100’s Services. You also hereby grant each User of 100’s Services a non-exclusive, worldwide, royalty-free, fully-paid, license to access your Content through 100’s Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of 100’s Services and under this Agreement.
In your communications with 100, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or improvements to products or services, (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you post on or send to us (via 100’s Services or otherwise) are deemed User Content and you grant a license to us and waive your moral rights in respect of all Unsolicited Ideas and Materials as detailed in this Section 12. In addition, 100 retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. 100's receipt of your Unsolicited Ideas and Materials is not an admission by 100 of their novelty, priority, or originality, and it does not impair 100's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
100’s Services contain Content owned by 100 ("100 Content"). 100 Content is protected by copyright, trademark, patent, trade secret and other laws, and 100 owns and retains all rights in 100 Content and 100’s Services. 100 hereby grants you a limited, revocable, nonsublicensable license to reproduce and display 100 Content (excluding any software code) solely for your personal use in connection with viewing 100 Website and using 100 Services, and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies).
100’s Services contain Content of Users ("User Content"). Except as otherwise provided within this Agreement, or in any Additional Terms, you may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any User Content appearing on or through 100’s Services.
100’s Services contain Content of third party licensors that are not Users (such licensors, "Third Party Licensors" and such content "Third Party Content"). Third Party Content is protected by copyright, trademark, patent, trade secret and other laws, and each Third Party Licensor retains rights in its Third Party Content. Subject to any applicable Additional Terms, you are hereby granted a limited, revocable, non-sublicensable license to view, or listen to, as applicable, the Third Party Content solely for your personal, non-commercial use in connection with viewing and using 100’s Services and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). Except for the foregoing limited license, and except as otherwise expressly provided in writing by 100, you are granted no right, title or interest in any Third Party Content. You are only granted a limited license, and, as between you and 100, there is not a sale with respect to Third Party Content. Except as otherwise provided within this Agreement or applicable Additional Terms, or directly authorized by 100 and/or a Third Party Licensor on 100’s Services (e.g., as part of a promotion that encourages you to download specific Third Party Content for your use in connection with such promotion), you may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Third Party Content (except as may be a result of standard search engine activity or use of a standard Internet browser).
This Agreement and any Additional Terms include only narrow, limited grants of rights to 100 Content and to use and access 100’s Services. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.
All rights not expressly granted to you are reserved by 100 and its licensors and other third parties. Any goodwill that is created in connection with your use of 100 Content or 100’s Services inures to 100. Any unauthorized use of any 100 Content or 100’s Services for any purpose is expressly prohibited.
100 respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any Content that infringes any copyright, patent, trademark, trade secret, privacy, publicity or other proprietary rights of any person or entity, including 100.
It is 100's policy to terminate, in appropriate circumstances, the membership of repeat or substantial infringers.
If you believe your work has been copied and posted on or through 100’s Services in a way that constitutes copyright and/or trademark infringement, please see 100’S Copyright Policy and 100’s Trademark Policy which detail how you may notify 100 of your complaint(s).
You acknowledge that 100 reserves the right to charge for any portion of 100’s Services and to change its fees (if any) from time to time in its discretion on a prospective basis.
Orders are accepted by us only upon delivery by us of the product or services. We may change terms and conditions of offers from time to time and may refuse or cancel orders; provided, however, that if we have charged you prior to rejecting an order we will issue a refund.
We try to accurately describe our products and services, and their pricing, but typos and other errors may occur so we do not warrant that specifications, pricing or other 100 Content or 100’s Services will be complete, error-free, current, reliable or accurate. We will make good faith efforts to post corrections when such mistakes of a material nature are discovered and we will provide you with suitable means to allow you to correct any input errors you make before you make a payment for 100’s Services.
If 100 terminates your membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any). If you terminate your membership, you shall not be entitled to the refund of any unused portion of fees or payments (if any). If 100 terminates your membership, or any ongoing 100’s Services for which you have paid, other than for your breach of the Agreement (or of applicable Additional Terms), then as your sole remedy, 100 shall provide a pro-rata refund of any fees or payments (if any) for 100’s Services that you paid for but that were not yet delivered.
100 may require that you agree to certain Additional Terms for some 100’s Services, such as related to fee-based portions of 100’s Services (e.g., fees to access certain content from your mobile, tablet or internet connected television or other device). For Members in the European Union, you acknowledge that you have no right to any cooling-off period under the Distance Selling Directive (Directive 97/7/EC) on the basis that we will provide you 100’s Services before or immediately after we receive your payment for such services.
You are solely responsible for your interactions with other Users, third party developers and any other parties with whom you interact through 100’s Services and/or Linked Services so use caution when dealing with others. 100 reserves the right, but has no obligation, to become involved in any way with these disputes.
You may terminate your membership of all and any of 100’s Services at any time, for any reason, by following the instructions in your profile settings.
100 may, at any time, for any or no reason, with or without prior notice or explanation, and without liability (except that you may have certain refund rights as provided in Section 14):-
In addition, 100 reserves the right, in its sole discretion, to reassign or rename your username and/or profile URL and to allow indexing of such URL by third party search engines.
100 expressly reserves the right to remove your profile or Content, in whole or in part, and/or deny, restrict, suspend, or terminate your access to all or any part of 100’s Services, if 100 determines, in its sole discretion, that you have violated this Agreement, are acting in a manner we deem inappropriate for 100’s Services, or pose a threat to 100, its employees, business partners, Users and/or the public.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 100 IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO:
IN ADDITION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 100 IS NOT RESPONSIBLE FOR ANY DAMAGE, INJURY OR LOSS CAUSED BY USERS OF 100’S SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN 100’s SERVICES OR LINKED SERVICES.
PROFILES AND LINKED SERVICES ON, THROUGH OR IN CONNECTION WITH 100’S SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES OR SERVICES. 100 IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS EXPRESSED ON SUCH WEBSITES AND SERVICES, AND SUCH WEBSITES AND SERVICES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY 100. INCLUSION OF ANY LINKED WEBSITE OR SERVICE ON 100’S SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR SERVICE BY 100. WHEN YOU ACCESS THESE THIRD PARTY SITES AND SERVICES, YOU DO SO AT YOUR OWN RISK. 100 TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS OR LINKED SERVICES THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH 100’S SERVICES OR LINKED SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD PARTIES.
100 IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF 100’S SERVICES OR LINKED SERVICES. 100 ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER OR MEMBER COMMUNICATION.
100 IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF 100’s SERVICES OR LINKED SERVICES OR COMBINATION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH 100’S SERVICES OR LINKED SERVICES.
UNDER NO CIRCUMSTANCES SHALL 100 BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF 100’S SERVICES OR LINKED SERVICES, ATTENDANCE AT A 100 EVENT, FROM ANY USER CONTENT POSTED ON OR THROUGH 100’S SERVICES OR LINKED SERVICES, OR FROM THE CONDUCT OF ANY USERS OF 100’S SERVICES, WHETHER ONLINE OR OFFLINE.
100’S SERVICES AND YOUR ABILITY TO ACCESS THE LINKED SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS AND 100 EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
100 CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF 100’S SERVICES OR LINKED SERVICES.
THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
IN NO EVENT SHALL 100 BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM:-
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 100'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO 100 FOR 100’S SERVICES DURING THE TERM OF YOUR MEMBERSHIP. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF 100 WAS ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING AN ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF 100’S SERVICES).
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
Residents of the European Union are entitled to the following exclusion to the disclaimers or limitation of liability: nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by its negligence; fraud or fraudulent concealment; or any other liability which cannot be excluded or limited under applicable law.
Software available in connection with 100’s Services (the "Software") is further subject to United States export controls. No Software may be downloaded from 100’s Services or otherwise exported or re-exported in violation of U.S. export laws, including restrictions pursuant to the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Departments' Table of Deny Orders, or the U.S. Export Administration Regulations. Downloading or using the Software is at your sole risk and subject to compliance with all Applicable Laws.
a. "Dispute" means any controversy, allegation, or claim between you and 100 arising out of or relating to 100’s Services, 100 Content, the Content, this Agreement, or any Additional Terms, whether heretofore or hereafter arising.
This Section 20 applies to all Users of 100’s Services. You and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation to provide you with such notice. Your notice to us must be sent to: 100 Inc, 204 E 2nd Ave #156, San Mateo, CA 94401.
For a period of sixty (60) days commencing on the date of receipt of notice from the other party, 100 and you will engage in a dialogue in order to attempt to resolve the Dispute, though nothing will require either you or 100 to resolve the Dispute on terms with respect to which you and 100, in each of our sole discretion, are not comfortable.
b. Jurisdiction. The parties agree that the state or federal courts in Santa Clara County, California shall have non-exclusive jurisdiction of any Dispute.
c. Governing Law. To the maximum extent permitted by the mandatory laws in your country of residence, this Agreement, any Additional Terms and any Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of the California, without regard to its conflicts of law provisions.
d. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE AS DETAILED IN 20.a WITHIN ONE (1) YEAR AFTER DISCOVERY OF THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
e. Injunctive Relief. The foregoing provisions of this Section 20 will not apply to any legal action taken by 100 to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to 100’s Services, any Content, your User Content and/or 100's intellectual property rights (including such 100 may claim that may be in dispute), 100's operations, and/or 100's products or services.
Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify, defend (at 100's election) and hold 100, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from all "Claims and Losses". "Claims and Losses" means all and any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees and costs, alleged by any third party due to or arising out of or in connection with:-
You will cooperate fully as required by 100 in the defense of all and any Claims and Losses.
Notwithstanding the foregoing, 100 retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of 100.
100 reserves the right to assume the exclusive defense and control of any Claims and Losses.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF 100’S SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY 100 (INCLUDING YOUR CONTENT LICENSES TO 100) OR A LICENSOR OF 100. However, you acknowledge that any breach or anticipatory breach by you of this Agreement may result in harm to 100 not capable of a remedy of money damages alone and accordingly in addition to any action at law for damages, 100 will be entitled to seek injunctive and other equitable relief.
100 may offer 100’s Services via software applications designed to run on specific operating systems, including, without limitation, mobile operating systems, including any updates and upgrades thereto, (the “Software”). The Software is 100 Content. Subject to the terms of this Agreement, 100 grants you a limited, non-exclusive, non-sublicenseable license to use the Software solely to access 100’s Services. You are not authorized to use the Software in any other manner.
Without limiting the generality of the foregoing, you must not and must not allow any third party to:-
You may install and personally use the Software only in object code form on a device controlled by you for your own non-commercial use or benefit. 100 may at any time and in its sole discretion revoke your license to use the Software or suspend or terminate your access to the Software without notice or explanation. If your license to use the Software terminates, you must:-
You agree that, from time-to-time, the Software may download upgrades, updates, and/or additional features onto your device.
All rights in any third-party data, software, or intellectual property are reserved and remain with the respective third party owners or licensors. These third parties may enforce their rights against you directly.
100’s Services may offer certain features and services that are available to you via your wireless device used to access 100’s Services. These features and services may include the ability to access 100’s Services' features and upload content to 100’s Services, receive Messages from 100’s Services, and download applications to your wireless device (collectively, "Wireless Features").
Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.
Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or device. You should check with your carrier to find out what plans are available and how much they cost or any other questions regarding these carrier-related issues.
You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device. Further, we may collect information related to your use of the Wireless Features, including for the purpose of sending you targeted advertisements.
If you have registered via 100’s Services for Wireless Features, then you agree to notify 100 of any changes to your wireless contact information (including phone number) and update your accounts on 100’s Services to reflect the changes. You may uninstall our applications to terminate 100’s Services related to them.
100 controls and operates 100’s Services from its U.S.-based offices in the United States, and 100 makes no representation that 100’s Services is appropriate or available for use beyond the U.S.A. If you use 100’s Services from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
100’s Services may describe products and services that are available only in the United States (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of 100’s Services and/or the provision of any content, program, product, service, or other feature described or available on 100’s Services to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
BY ACCESSING OR USING 100’S SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE 100’S SERVICES.
You and we disclaim any application to this Agreement of the Convention on Contracts for the International Sale of Goods.
This Agreement is accepted by you upon your accessing any of 100’s Services, and is further affirmed by you registering as a member and any continued access to or use of 100’s Services.
Your agreement with 100 will always include this Agreement at a minimum, except to the extent modified by another agreement to which we have mutually agreed. Your access and use of certain 100’s Services will require you to accept Additional Terms applicable to such certain 100’s Services, in addition to this Agreement, and may require you to download Software or provide Content.
The failure of 100 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.
100 may assign its rights and obligations under this Agreement and any Additional Terms, in whole or in part, to any party at any time without any notice. This Agreement and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of 100.
This Agreement operates to the fullest extent permissible by law.
If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. If the remainder of the provision is not affected, we reserve the right to make lawful and reasonable variations to this Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the provision (or part) in question that is deemed to be unlawful, void or unenforceable.
To contact us regarding any questions about this Agreement, please email us at email@example.com.