TERMS OF USE AGREEMENT

Date of last revision: 9th November 2013.

Please read this Terms of Use agreement carefully. This Agreement sets out the legally binding terms and conditions for your use of all 100’s Services. It includes grants of rights to us, limitations on our liability and, an agreement to arbitrate certain disputes. We recommend that you print a copy of these terms or save them on your device in the event that you need to refer to them in the future.

The Agreement governs your access to and use of 100’s Services ("100’s Services" means 100’s Website, products, and services).

1. COMPANY INFORMATION

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.

2. INTRODUCTION

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:-

  • this Agreement (as amended from time-to-time);
  • 100’s Privacy Policy;
  • all Additional Terms (“Additional Terms means separate guidelines, rules, or terms of service setting forth additional or different terms and/or conditions which apply to your use of a particular service or product offered by 100 or via 100’s Services); and
  • all Applicable Law ("Applicable Law" means all laws, rules and regulations applicable to your access to and/or use of 100’s Services).

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:-

  • 100 may give you notices of new, revised or changed terms and other important matters by prominently posting notice on 100’s Website, or in another reasonable manner, such as sending a Message containing such notice from 100 to you on 100’s Services, and/or to the e-mail you associated with your account for notices.
  • 100 may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your profile settings;
  • 100 may send Messages whose content may include, but not be limited to, notifications, special offers, promotions, commercial advertisements, and marketing materials, in connection with 100’s Services, and/or the services of 100's affiliates and/or third-party business partners.
  • 100 can contact you to address transactional and operational issues related to your account, profiles, membership and/or activities in connection with 100’s Services
  • (“Messages” means any private and public messages, emails, comments, chat content private 100 messages, public comments, public group chat messages, private group chat messages or private instant messages)

3. TERM OF AGREEMENT

This Agreement and/or Additional Terms, in the form posted on 100’s Services at the time of your use of 100’s Services, shall govern such use of such 100’s Services. Each time you sign in to or otherwise use 100’s Services you are entering into a new agreement with us on the then applicable terms of use, privacy policy and any other applicable terms.

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.

Given that you enter into a new agreement with us each time to use any of 100’s Services, you should review the posted ‘Terms of Use’ agreement on the 100 Website and any applicable Additional Terms each time you use 100’s Services. You can reject any new, revised or additional terms by discontinuing use of 100’s Services.

The Terms of Service (and any applicable Additional Terms, Privacy Policy etc) that applied when you previously used 100’s Services will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.

4. ELIGIBILITY

Use of 100’s Services and registration to be a member for 100’s Services is void where:-

  • such use and registration is prohibited by Applicable Law, this Agreement and/or any applicable Additional Terms;
  • You have breached any Applicable Law, this Agreement, 100’s Privacy Policy, and/or any applicable Additional Terms.

By using 100’s Services, you represent, warrant and agree that:-

  • all registration information you submit is truthful and accurate;
  • you will keep such information accurate and up-to-date. In the event that you change or deactivate your email address and/or your mobile telephone number, you must update your account information on 100 within 48 hours;
  • you are 13 years of age or older (you are not permitted to use 100’s Services if you are under 13); and
  • your use of 100’s Services does not violate any Applicable Law, this Agreement, 100’s Privacy Policy, and/or any applicable Additional Terms.

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.

5. PERMITTED USE

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.

6. PROFILE SETTINGS

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).

7. ACCOUNT SECURITY

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.

You agree:-

  • not to use the account, username, email address or password of another member at any time or to disclose your password to any third party;
  • to notify 100 immediately if you suspect any unauthorized use of your account or access to your password;
  • not to do anything which may jeopardize the security of your 100 account(s).

8. PRIVACY

By using 100’s Services, you acknowledge and accept 100’s Privacy Policy, and consent to the collection, storage, processing, sharing and use of your data in accordance with the Privacy Policy. By using 100’s Services, you further agree that 100 may change, alter, or modify the settings or configurations on any device you use to access and/or use 100’s Services in connection with your access to, and/or use of, 100’s Services (e.g., in order to allow for or optimize use).

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.

See 100’s Privacy Policy for further information.

9. LINKING

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.

Third parties that offer Linked Services may also provide you with certain options and choices, but keep in mind that when you engage with a Linked Service, you are interacting with a third party, not with 100. 100 does not control the third party, and cannot dictate its actions. If you choose to use a Linked Service, the Linked Service may collect, store, use and share your data in accordance with the terms of service and privacy policy of, and your privacy settings (if any) on, such Linked Service (not 100's privacy settings or privacy policy). In addition, the third party providing the Linked Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services.

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:-

  • the links only incorporate text, and do not use any trademarked logos or graphics that are owned by or licensed to 100, without 100's prior authorization; and
  • the links and the content on your website do not suggest any affiliation with 100 or cause any other confusion; and
  • the links and the content on your website do not portray 100 or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to 100.

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.

10. SHARING YOUR CONTENT

You are solely responsible for:-

  • the Content that you post on, through or in connection with any of 100’s Services and/or Linked Services;
  • any material or information that you transmit to other Members;
  • for your interactions with other Users; and
  • the Content posted on your account(s), regardless of whether the Content was posted by you.

Each time you submit any Content, you represent and warrant that:-

  • you are at least the age of majority in the jurisdiction in which you reside or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor (including yourself) who is depicted in or contributed to any Content you submit;
  • you are the sole author and/or owner of the Content posted by you on, through or in connection with 100’s Services, or otherwise have the lawful right to grant the license set forth in Section 10 or that is provided in any Additional Terms, all without any obligation on 100 to obtain consent of any third party and without creating any obligation or liability of 100;
  • the Content posted by you is accurate;
  • the posting of your Content on, through or in connection with 100’s Services and/or Linked Services and the Content itself does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person or entity, and
  • the Content will not violate this Agreement (including the prohibitions in Section 10 or any Additional Terms, or cause injury or harm to any person.

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.

Upon 100's request, you will furnish us with any documentation necessary to substantiate your and/or others’ rights to such Content and to verify your compliance with this Agreement, 100’s Privacy Policy, and any applicable Additional Terms.

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 hi@giveit100.com.

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.

See 100’s Privacy Policy for further information.

11. PROHIBITED CONTENT AND PROHIBITED ACTIVITY

100 may (without limitation, in its sole discretion, and without any obligation to):-

  • review, monitor, display, reject, refuse to post, store, maintain, accept or remove any Content posted by any User (including you); and
  • delete, move, re-format, remove or refuse to post or otherwise make use of Content, all without notice or any liability to you or any third party in connection with our operation of Content venues in an appropriate manner.

We may do so to address Content that comes to our attention and/or that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties, or the Agreement, or the Privacy Policy, or any applicable Additional Terms, including, without limitation, the Content restrictions set forth below in Section 11.

If at any time 100 chooses, in its sole discretion, to review or monitor 100’s Services, 100 nonetheless assumes:-

  • no responsibility for the Content;
  • no obligation to modify or remove any Content; and
  • no responsibility for the conduct of the User submitting any such Content.

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:-

  • is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • harasses or advocates harassment of another person;
  • exploits people in a sexual or violent manner;
  • contains nudity, violence, or offensive subject matter or links to an adult website;
  • solicits or is designed to solicit personal information from anyone under age 13;
  • solicits or is designed to solicit an inappropriate or unlawful relationship with another User;
  • publicly posts information that poses or creates a privacy or security risk to any person (including, for example, by publicly posting any person's contact information on 100’s Services without authorization);
  • constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music, video or links to pirated music or video files;
  • involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, or "spamming";
  • contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
  • furthers, promotes or depicts any illegal or criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
  • depicts firearms or other weapons that is not related to sportsman activities;
  • solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;
  • involves commercial activities and/or sales without prior written consent from 100 such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  • includes a photograph or video of another person that you have posted without that person's consent;
  • uses sexually suggestive imagery or any unfair, misleading or deceptive Content intended to draw traffic to the profile;
  • violates the law and/or
  • violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person;
  • unauthorized commercial advertisements, endorsements, affiliate links, and other forms of unauthorized data collection or solicitation.

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:-

  • criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, trademark infringement, or theft of trade secrets;
  • advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of 100’s Services. You may not transmit any chain letters, junk email or unsolicited commercial or inappropriate Messages to other members. In order to protect our members from such advertising or solicitation, 100 reserves the right to restrict the number of Messages which a member may send to other members in any 24-hour period to a number which 100 deems appropriate in its sole discretion. If you breach this Agreement and send or cause to send (directly or indirectly) unsolicited bulk Messages or other unauthorized commercial communications of any kind through 100’s Services, you acknowledge that you will have caused substantial harm to 100, but that the amount of such harm would be extremely difficult to ascertain. To the maximum extent permitted by applicable law, as a reasonable estimation of such harm, you agree to pay 100 Inc Fifty Dollars ($50) for each actual or intended recipient of such unsolicited Message or other unauthorized commercial communication you send through 100’s Services;
  • unless permitted by law, circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of 100’s Services;
  • activity that involves the use of viruses, malicious code, bots, worms, spiders, or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to 100’s Services, a computer and/or a computer network;
  • except as may be permitted by Additional Terms or our intended use of functionality made available by us to you on 100’s Services, modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from 100’s Services (other than your Content which you legally post on, through or in connection with 100’s Services) or as may be the result of standard search engine activity or use of a standard Internet browser;
  • providing or using "tracking" or monitoring functionality in connection with 100’s Services, including, without limitation, to identify other Users' views, actions or other activities on 100’s Services;
  • covering or obscuring the advertisements and/or safety features (e.g., reporting functionality) on your profile, or any portion of any 100’s Services or Content on 100’s Services via HTML/CSS or any other means;
  • any automated use of 100’s Services, including but not limited to, using scripts or other code to connect to profiles, send comments, or perform any other activity on 100’s Services;
  • interfering with, disrupting, disabling, impairing the proper working or appearance of, or creating an undue burden on, 100’s Services or the networks or services connected to 100’s Services;
  • facilitating or encouraging any violations of this Agreement or other 100 Policies;
  • impersonating or attempting to impersonate 100 or a 100 employee, administrator or moderator, another Member, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing);
  • for profiles containing a 100 player, copying the code for your 100 Player and embedding it (or directing others to embed it), hosting or posting it anywhere other than in your profile (except as where may be permitted through Additional Terms);
  • soliciting login information from any member and/or using an account, username, or password of another member at any time;
  • tagging other Users without their consent;
  • disclosing your password to any third party or, knowingly or unknowingly permitting any third party to access your account;
  • doing or failing to do anything that may jeopardize the security of your account(s);
  • creating an account for another person without their permission;
  • providing false personal and/or registration information to 100 or on 100’s Services;
  • selling or otherwise transferring your profile, username, vanity URL (which all belong to 100 and is licensed to you pursuant to the license set forth in Section 12);
  • using or distributing any information obtained from 100’s Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
  • the unauthorized collection and/or use of usernames, user id numbers or similar designation, email addresses or other personal information of Users by electronic or other means;
  • employing third party promotional sites or software to promote profiles for money;
  • displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through 100’s Services on behalf of that person, such as placing commercial content on your profile; links to e-commerce sites not authorized by 100; posting comments with a commercial purpose; selecting a profile with a commercial purpose as one of your top connections; or sending Messages with a commercial purpose;
  • using invalid or forged headers to disguise the origin of any Content transmitted to or through 100's computer systems, or otherwise misrepresenting yourself or the source of any Message or Content;
  • using any automated system, including, but not limited to, robot, both rover, spider, scraper, crawler, spyware, scripts, engine, device, software, extraction tool in order to monitor, harvest, copy or distribute (except as may be a result of standard search engine activity or use of a standard Internet browser) Content, Messages, email addresses or other personal information of Members, or other data from 100’s Services for the purposes of sending unsolicited or unauthorized material, selling to data aggregators or similar entities, or revealing personal information publicly;
  • engaging in, either directly or indirectly, or encouraging others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent;
  • the unauthorized posting of any private information of any person;
  • offering to sell, barter or trade, or selling, bartering or trading for your vote in any aspect of 100’s Services that provides a voting functionality;
  • modifying, adapting, translating, altering, reverse engineering, copying, decompiling, reverse assembling, disassembling, unencrypting, unhashing, or creating derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from any portion of 100’s Services or the data or technology underlying their operation;
  • using 100’s Services if you are under 13 years old; and/or
  • using 100’s Services in a manner inconsistent with this Agreement or Applicable Law.

12. PROPRIETARY RIGHTS IN CONTENT ON 100’S SERVICES

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.

Except as otherwise described in the Privacy Policy, or any Additional Terms, you agree that:-

  • your Content will be treated as non-confidential - regardless of whether you mark them "confidential," "proprietary," or the like - and will not be returned to you, and
  • 100 does not assume any obligation of any kind to you or any third party with respect to your Content.

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.

13. PROTECTING INTELLECTUAL PROPERTY

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).

14. FEES, OFFERS AND REFUNDS

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.

15. MEMBER DISPUTES

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.

16. TERMINATION

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):-

  • terminate your membership of all or any part of 100’s Services;
  • deny, restrict, suspend, or terminate your access to all or any part of 100’s Services

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.

17. DISCLAIMERS

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:

  • 100’S SERVICES;
  • 100 CONTENT ON OR PROVIDED THROUGH 100’S SERVICES;
  • THE CONTENT OR USER CONTENT (INCLUDING THE ACCURACY AND RELIABILITY THEREOF);
  • THE THIRD PARTY CONTENT;
  • THE LINKED SERVICES;
  • THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH 100’S SERVICES;
  • ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED IN 100’S SERVICES; AND/OR
  • SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM 100 OR OTHERS VIA 100’S SERVICES.

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.

18. LIMITATION ON LIABILITY

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:-

  • YOUR USE OR INABILITY TO USE 100’S SERVICES (INCLUDING THE CONTENT AND 100 CONTENT) OR LINKED SERVICES, OR THE PERFORMANCE OF 100’S SERVICES OR LINKED SERVICES,
  • ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY 100 OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR ACCESS TO OR USE OF 100’S SERVICES,
  • ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR OTHER RIGHTS OWNERS,
  • ANY ERRORS OR OMISSIONS IN 100’S SERVICES' TECHNICAL OPERATION, AND/OR
  • ANY DAMAGE TO A USER'S COMPUTER, HARDWARE, SOFTWARE, MODEM, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE, OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING LOSSES OR DAMAGES IN THE FORM OF LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR EQUIPMENT FAILURE OR MALFUNCTION, EVEN IF 100 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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.

19. U.S. EXPORT CONTROLS

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.

20. DISPUTE RESOLUTION

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.

21. INDEMNITY AND WAIVER OF INJUNCTIVE RELIEF

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:-

  • your use of and/or access to 100’s Services or Linked Services;
  • your activities in connection with 100’s Services or Linked Services;
  • your violation or anticipatory violation of any Applicable Law in connection with your use of and/or access to 100’s Services or Linked Services, or your activities in connection with 100’s Services or Linked Services;
  • any Content posted 100’s Services via your 100 account or via Linked Services, regardless of whether such Content was posted by you;
  • a breach or anticipatory breach of this Agreement, 100’s Privacy Policy, and/or any Additional Terms;
  • any breach of your agreements, representations and warranties set forth in this Agreement;
  • any Content that you post on, through or in connection with 100’s Services or Linked Services;
  • information or material transmitted through any device used by you to access 100’s Services, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity;
  • any misrepresentation made by you;
  • 100's permitted use of the information that you submit to us (including your Content).

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.

22. SOFTWARE END USER LICENSE AGREEMENT

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:-

  • Modify, adapt, translate, alter, reverse engineer, copy, decompile, reverse assemble, disassemble, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Software or 100’s Services or any portion thereof, or otherwise attempt to discover any source code or in any way ascertain, decipher, or obtain the communications protocol for accessing 100’s Services through the Software;
  • Remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in the Software;
  • Obtain or attempt to obtain unauthorized access to 100’s Services through the Software;
  • Block, disable or otherwise affect any advertising, advertisement banner window, links to other sites and services, or other features that constitute a part of 100’s Services as made available via the Software;
  • Incorporate, integrate or otherwise include the Software or any portion of it (including the communications protocols) into any other service, software, program or product that communicates, accesses, or otherwise connects with 100’s Services or any other Internet or online service other than as provided by 100;
  • Use the Software in any unlawful manner, for any unlawful purpose;
  • Use the Software to operate any mission critical application where human life or property might be at stake. The Software and 100’s Services are not designed for such purposes and their failure in such cases could lead to death, personal injury, or property damage for which 100 is not responsible;
  • Sell, lease, loan, distribute, transfer, or sublicense the Software, or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise;
  • Develop a skin or application for use in connection with the Software that infringes the intellectual property or other rights of 100 or any third party;

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:-

  • remove the Software from all hard drives, networks, devices and other storage media, and
  • destroy all copies of the Software in your possession or under your control.

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.

23. WIRELESS

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 enable GPS or location-based features in connection with Wireless Features, your device location may be tracked and shared with others, including advertisers, consistent with our Privacy Policy. Any such location-based Wireless Features are for your personal use only and should not be relied on as an emergency locator system, used when operating vehicles or equipment, or in any situation where use distracts from safe behavior or the failure or inaccuracy of the services could result in harm.

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.

24. SPECIAL PROVISIONS APPLICABLE TO USERS OUTSIDE THE UNITED STATES

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.

25. OTHER

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.

This Agreement represents an agreement between you as a User (or if applicable, member) of 100’s Services and us as the service provider, and no other person can enforce any of its provisions against 100. This Agreement (and the documents referred to herein, including, without limitation, 100’s Privacy Policy, and Additional Terms) constitute the entire agreement between you and us in relation to the use of 100’s Services, and replace and extinguish all prior agreements, arrangements or undertakings of any nature made by the parties, whether oral or written, in relation to such subject matter.

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 hi@giveit100.com.