PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.  

Terms of Service

Effective date: 6/8/2018

Welcome to American Digital Licensing & Packaging Co.  Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”).  If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected], (800) 455-3659, or by mail at One Liberty Square, Suite 410 Boston, MA 02109.

These Terms of Use (the “Terms”) are a binding contract between you and American Digital Licensing & Packaging Co. (“Company,” “we” and “us”).   You must agree to and accept all of the Terms, or you don’t have the right to use the Services.  Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.  These Terms include the provisions in this document, as well as those in the Privacy Policy americandlp.com/privacy_policy.

Will these Terms ever change?

Subject to the terms and conditions of these Terms, we will provide you with access to the Services through the internet.  The Services are subject to modification from time to time at our sole discretion, for any purpose deemed appropriate by us.  We are constantly trying to improve our Services, so these Terms may need to change along with the Services.  We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the americandlp.com  website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.  If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Company takes the privacy of its users very seriously.  For the current Company Privacy Policy, please click here americandlp.com/privacy_policy

We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.  If you believe that a child under 13 may have provided us personal information, please contact us at [email protected].

By providing us with your wireless phone number, you confirm that you want Company to send you information we think may be of interest to you, which may include Company using automated dialing technology to text you at the wireless number you provided. Company may occasionally have account notifications, reminders, and information that we think may be of interest to you. By checking this box, you confirm you want to hear from us with this information, which may include our use of automated dialing technology to call or text you at the phone number(s) you list on your account, including your wireless number if provided.  You can still make a purchase from us or use our services without providing your consent to be called or texted.

What are the basics of using the Services?

To use the Services, you must have, and hereby represent that you have, a business and hereby represent that you intend to use the Services for your business purposes only.

American Digital Licensing & Packaging Co. provides a forum at americandlp.com (the “Site”) where users can identify each other by name and location and, through that identification, enter into advertising partnerships.  Subject to these Terms, users can coordinate and engage in advertising partnerships. 

You may be required to install certain software applications to access the Services. You agree to be bound by any End-User Software Agreements that govern the installation and use of such client software applications. 

You may be required to sign up for an account, and select a password, provide a phone number and email address (“Company User Email”).  You promise to provide us with accurate, complete, and updated registration information about yourself.  You will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”).  You may change the individual designated as Primary Contact at any time by providing us written notice. You may not select as your Company User Email an address that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Users may engage in the Services by (a) choosing to create advertising campaigns (becoming an “Advertiser”) or (b) allowing advertising campaigns to be created with their social accounts (becoming a “Partner”). Users may also choose to engage in the Services as a combination of both (a) and (b). The further specific requirements of an Advertiser and Partner are set forth below. 

Advertiser

Should Users want to engage in the Services by becoming an Advertiser, Users may request (through a User Submission, as defined below, or other communication) that we generate, upload, or otherwise provide lists of potential Partners (“Potential Partner List”) to them as an Advertiser on the Site.

Advertisers may review the Potential Partner Lists and choose to accept or reject the Potential Partner Lists.  If Advertisers accept any of the Partners on the Potential Partner Lists, this serves as an Advertiser’s confirmation to engage in the Services. Once this   confirmation to engage in the Services is triggered, Advertisers grant Company express permission to use their names, marks, logos, and to represent Company as a “representing,” “working on behalf of,” “working with,” Advertisers or similar terms that make clear to the potential Partner the relationship between Company and Advertisers.

Advertisers then provide to us a request to obtain approval to run co-branded advertisements through Partners’ social media profiles (the “Cobranding Contract”). The Cobranding Contract includes, if applicable, a commitment to engage in paid Services as described below. Advertisers submit an advertisement and then select one or more Partners from all available accounts on the Site. For example, a popular food brand may become an Advertiser, submit an advertisement, and choose to advertise at a local supermarket Partner in Boston, MA where its products are currently in stock. The Site sends a formal request to Partners including the exact content of the co-branded advertisement, which profiles it will run on, and a start and end date.

Advertiser and Company

Advertiser agrees that Company is free to reuse all generalized knowledge, experience, know-how and technologies (including ideas, concepts, processes and techniques) related to or acquired during performance of the Services (including, without limitation, that which it could have acquired performing the same or similar services for another User). Advertiser and Company acknowledge that their relationship under these Terms is nonexclusive and that nothing herein shall be deemed to limit either Advertiser or Company’s ability to enter into a similar relationship with any third party.  Without limiting the rest of this paragraph, Advertiser acknowledges and agrees that Company may deliver its own or third parties’ co-branded advertisements or other advertisements through any Partners.

Advertiser represents and warrants that it owns all right title and interest, or possesses sufficient license rights, in and to the descriptions, specifications, materials, data and other information provided by Advertiser to Company (the “Advertiser Information”) as may be necessary to authorize the use thereof contemplated by the Terms.  Advertiser agrees, as between the Advertiser and Company, Advertiser bears all responsibility and liability for the accuracy, completeness, possession and use of Advertiser Information in connection with the Services.  Except for the limited rights and licenses expressly granted hereunder concerning the Advertiser Information, no other license is granted, no other use is permitted and Advertiser shall retain all right, title and interest in and to all Advertiser Information (including all intellectual property and proprietary rights therein).

As between the Advertiser and Company, Advertiser shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to the co-branded advertisements.  Advertiser agrees to grant and does hereby grants to Company a nonexclusive, nontransferable right and license (without right to sublicense) to use such co-branded advertisements solely as required to provide the Services. 

Company (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights therein) in and to all information, ideas, know-how, methods, processes, software (such as, for example, computer programs and other libraries, routines, utilities, functions or components), APIs, systems, platforms, gateways and other technologies that are used in performing any Service. As between Advertiser and Company, Advertiser shall own all right, title and interest in and to the performance metrics and related data resulting from the Services (“Success Metrics”).  Advertiser agrees to grant and does hereby grant to Company a perpetual, worldwide, non-exclusive, fully paid up right and license to use, modify, display, reproduce and otherwise exploit the Success Metrics in de-identified, aggregate form.

Partner

For Partners who accept the Cobranding Contract, we facilitate access for Advertisers so that they are able to create and deploy the co-branded advertisements proposed in connection with the Cobranding Contract. The Site ensures that any co-branded advertisements that run are substantially similar to the description of the co-branded advertisements proposed in connection with the Cobranding Contract.

In order to obtain certain aspects to the Services as a Partner, including the ability to allow us to combine Advertisers’ submissions with your account, you may elect to provide access information related to your account at social networking sites (such as, for example, Twitter, Facebook, Snapchat, LinkedIn, Google, YouTube, and Pinterest).  Partners shall maintain and update this access from time to time, to ensure that it is always current, complete, and accurate. We may refuse to accept any application to register in our sole discretion. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

For Advertisers and Partners

Subject to the Terms hereof, we will provide reasonable support to you for the Services from Monday through Friday during our normal business hours.

These Terms constitute your valid and binding obligation, and compliance with the Terms hereof do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation, or instrument to which you are bound.  You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).  If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity) and you shall be liable for any breach of these Terms by such organization or entity.

You will only use the Services for your benefit and only in a manner that complies with all laws that apply to you.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.  We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password.  You’re responsible for any activity associated with your account.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services, or allow any third party to use the Services, or interact with the Services in a manner that:

(a)   Infringes or violates the intellectual property rights or any other rights of anyone else (including Company);

(b)   Violates any law or regulation, including any applicable export control laws;

(c)   Is harmful, fraudulent, deceptive, lewd, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d)   Jeopardizes the security of your Company account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e)   Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f)    Violates the security of any computer network, or cracks any passwords or security encryption codes, including disabling devices, sending Trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud,  damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data;

(g)   Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(h)   “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(i)    Copies or stores any significant portion of the Content;

(j)    Decompiles, reverse engineers, disassembles, or otherwise attempts to obtain the source code or underlying ideas, algorithms, data, or information of or relating to the Services.

 

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.  We reserve the right to deny, refuse, or revoke your participation in the Services at any time.

If you believe a co-branded advertisement using your User Submission is in violation of the above restrictions, please contact us at [email protected]. 

What are my rights in using the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Company’s) rights.

You understand that Company owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do I have to grant any licenses to Company or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.”  Some User Submissions are viewable by other users.  In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions.  Please note that all of the following licenses are subject to our Privacy Policy americandlp.com/privacy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Company an irrevocable, world-wide, royalty-free license to translate, modify and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, combine and modify User Submissions, and publicly advertise User Submissions as described in more detail below.  This is a license only – your ownership in User Submissions is not affected.

If you share a User Submission with us on the Services, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Company the licenses above, as well as a license to display, perform, edit, modify, reproduce, and distribute your Public User Submission for the purpose of making that Public User Submission publicly accessible and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Company’s business for any purpose.  Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide.

Finally, you understand and agree that Company, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Company, being asked to remove material that allegedly violates someone’s copyright.  We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. 

If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement to [email protected]. Upon receipt of a proper notice of copyright infringement, we reserve the right to remove or disable access to the infringing material, notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material, and terminate such content provider's access to the Services.

If a counter-notice is received by the Designated Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.

To learn more about the DMCA, click here. 

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.   We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.  We can’t guarantee the identity of any users using the Services and are not responsible for which users gain access to the Services. 

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  You will keep all your registration information accurate and current.  You are responsible for all your activity in connection with the Services.

The Services and resulting Content may contain links or connections to third party websites or services that we do not own or control. When you access third party websites or use third party services, you accept that there are risks in doing so, and that we are not responsible for such risks.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, we will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

If there is a dispute between participants on this site, or between users and any third party, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

Neither Company nor User shall use or disclose, without the consent of the other party, any of the confidential and property information that it receives from the other party.  Without limitation, our metrics, analytics and pricing models are considered Company’s confidential and proprietary information.  We do not wish to receive any confidential information from you that is not necessary for us to perform our obligations under these Terms and, unless we specifically agree otherwise (such agreement being memorialized in contemporaneous written form), we may reasonably presume that any information received from you that is unrelated to us performing our obligations under these Terms or as otherwise specifically agreed upon in writing, is not confidential and proprietary information.

Will we ever change the Services?

We’re always trying to improve the Services, so they may change over time.  We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.  We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

Advertiser Expenses

Advertisers agree to pay to Company the applicable fees in the amounts and at the times specified in the applicable Cobranding Contract.

Any amount not paid when due shall be shall bear a late payment charge of one percent (1.5%) per month, or the maximum permitted by law, whichever is less. Advertiser agrees to reimburse Company for all costs, including reasonable attorneys’ fees, incurred in collecting late payments. All payments are exclusive of all federal, state, local, provincial and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, use, sales, value-added, property and similar taxes).  Advertiser agrees to pay and be responsible for all such charges (excluding taxes based on Company’s net income) unless Advertiser has provided Company with a valid exemption certificate.  In the case of any withholding requirements, Advertiser will pay any required withholding itself and will not reduce the amount paid to Adverter on account thereof.

Partner Benefits

For each selection of a Partner made by or on behalf of an Advertiser, the selected Partner will receive payment as described when the Partner established the associated account as set forth in applicable the Cobranding Contract.

What if I want to stop using American Digital & Licensing Package Co.?

You’re free to do that at any time, by contacting us at [email protected]; please refer to our Privacy Policy americandlp.com/privacy_policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services. 

We are also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms.   We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.  We will try to provide advance notice to you prior to our suspending your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to our rights or property.

If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination.  By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

I use the Company App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including the iPhone, iPod Touch, and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

(a)                    Both you and Company acknowledge that the Terms are concluded between you and Company only, and not with Apple, and that Apple is not responsible for the Application or the Content;

(b)                   The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;

(c)                    You will only use the Application in connection with an Apple device that you own or control;

(d)                   You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

(e)                     In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

(f)                    You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;

(g)                   You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

(h)                    You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

(i)                     Both you and Company acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

(j)                     Both you and Company acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

What else do I need to know?

Warranty Disclaimer.  Neither Company nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, success, or decency of material contained in or accessed through the Services.  We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.  Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Company or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).  THE SERVICES AND CONTENT ARE PROVIDED BY COMPANY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR  A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COMPANY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity.  You agree to indemnify and hold Company, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), settlements, losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) infringement by the Service of any copyright, United States patent, or misappropriation of any trade secret related to User Submissions provided by you, and (c) your violation of these Terms.  In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Although we have no obligation to monitor the content provided by you or your use of the Services, we may do so and may remove any such content or prohibit any use of the Services we believe may be (or alleged to be) in violation of the foregoing.

Assignment.  You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration.  These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof.  Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Boston, Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Massachusetts. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.  YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous.  You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Company may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.  The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and Company agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Company, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Company, and you do not have any authority of any kind to bind Company in any respect whatsoever. Except as expressly set forth in the section above regarding the Apple Application, Company and You agree there are no third party beneficiaries intended under these Terms.