Effective Date: July 28, 2022
- USE OF THE SERVICES AND PARCELED PROPERTIES. The App and the Services, and the information and content available on the App and the Services (as these terms are defined herein) (each, a “Parceled Property” and collectively, the “Parceled Properties”) are protected by U.S. copyright laws. Subject to the Agreement, Parceled grants you a limited license to reproduce portions of Parceled Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Parceled in a separate license, your right to use any and all Parceled Properties is subject to the Agreement.
- 1 App License. Subject to your compliance with the Agreement, Parceled grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
- 2 Updates. You understand that Parceled Properties are evolving. As a result, Parceled may require you to accept updates to Parceled Properties that you have installed on your mobile device. You acknowledge and agree that Parceled may update Parceled Properties with or without notifying you. You may need to update third-party software from time to time in order to use Parceled Properties.
- 3 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Parceled Properties or any portion of Parceled Properties, including the App, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Parceled Properties (including images, text, page layout or form) of Parceled; (c) you shall not use any metatags or other “hidden text” using Parceled’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Parceled Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the App (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Parceled Properties in order to build a similar or competitive App or service; (g) except as expressly stated herein, no part of Parceled Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Parceled Properties. Any future release, update or other addition to Parceled Properties shall be subject to the Agreement. Parceled, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Parceled Property terminates the licenses granted by Parceled pursuant to the Agreement.
- 4 Third-Party Materials. As a part of Parceled Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Parceled to monitor such materials and that you access these materials at your own risk.
- 1 Registering Your Account. In order to access certain features of Parceled Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the App (“Account”).
- 2 Registration Data. In registering an account on the App, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least thirteen (13) years old; (m) of legal age to form a binding contract; and (n) not a person barred from using Parceled Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Parceled Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify Parceled immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Parceled has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Parceled has the right to suspend or terminate your Account and refuse any and all current or future use of Parceled Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. You agree not to create an Account or use Parceled Properties if you have been previously removed by Parceled, or if you have been previously banned from any of Parceled Properties.
- 3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Parceled. Parceled reserves the right to terminate your Account if it has been inactive for thirty (30) days.
- 4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Parceled Properties, including but not limited to, a mobile device that is suitable to connect with and use Parceled Properties.
- RESPONSIBILITY FOR CONTENT.
- 1 Types of Content. You acknowledge that all data, text, software, sounds, photographs, graphics, videos, messages, tags and/or other materials (collectively, “Content”), including Parceled Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Parceled, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Parceled Properties (“Your Content”), and that you and other Registered Users of Parceled Properties, and not Parceled, are similarly responsible for all Content that you and they Make Available through Parceled Properties (“User Content”).
- 2 Parcel Content. In connection with your use of the Services, you may access certain Content related to a particular parcel, including personal information associated thereto (the “Parcel Content”). In connection to your access and use of any Parcel Content, you shall be responsible for compliance with all applicable United States Federal and State, local, and foreign laws and regulations, including but not limited to any applicable laws that govern data privacy and protection, intellectual property, and the sending of electronic marketing messages, including the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), the Children’s Online Privacy Protection Act and the sending of SMS text messages (including but not limited to the Telephone Consumer Protection Act (TCPA), Federal Trade Commission and Federal Communications Commission rules, the National DNC list registry rules, and various state laws, rules, and regulations that place restrictions on certain types of phone calls and text messages.
- 3 No Obligation to Pre-Screen Content. You acknowledge that Parceled has no obligation to pre-screen Content (including, but not limited to, User Content and Parcel Content), although Parceled reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Parceled pre-screens, refuses or removes any Content, you acknowledge that Parceled will do so for Parceled’s benefit, not yours. Without limiting the foregoing, Parceled shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
- 4 Storage. Unless expressly agreed to by Parceled in writing elsewhere, Parceled has no obligation to store any of Your Content that you Make Available on Parceled Properties. Parceled has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Parceled Properties.
- 5 Fees.
(b) Taxes. Users will be liable for any taxes required to be paid on the Services provided under the Agreement.
(c) Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: Parceled, LLC 1511 Baltimore Ave, Suite 300, Kansas City, MO 64108- Attn: Legal Department.
- CREDITS. You may purchase credits to access certain features of our premium service (“Credits”). All Credits will expire twelve (12) months after the date of issuance. Credits are non-transferable and cannot be redeemed for cash or store credit. The Credits will be applied to your Account and can be redeemed for each Owner Profile where you seek additional information.
- 1 Parceled Properties. Except with respect to Your Content and User Content, you agree that Parceled and its suppliers own all rights, title and interest in Parceled Properties (including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, audiovisual effects, moral rights, and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Parceled Properties.
- 2 Trademarks. Parceled and all related graphics, logos, service marks and trade names used on or in connection with any Parceled Properties or in connection with the Services are the trademarks of Parceled and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Parceled Properties are the property of their respective owners.
- 3 Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in Parceled Properties.
- 4 Your Content. Parceled does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in Parceled Properties, you grant Parceled a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, host, display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, providing, developing and improving Parceled Properties to you and to our other Registered Users; as well as researching and developing new Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Parceled, are responsible for all of Your Content that you Make Available on or in Parceled Properties.
- 5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Parceled through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Parceled has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Parceled a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Parceled Properties and/or Parceled’s business.
- USER CONDUCT.
- 1 Cheating and Hacking. You agree that you will not, under any circumstances:
(a) Use cheats, exploits, automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any Parceled Properties;
(b) Interfere with or damage Parceled Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(c) Modify or cause to be modified any files that are a part of Parceled Properties;
(d) Disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support Parceled Properties; or (ii) the enjoyment of Parceled Properties by any other person;
(e) Institute, assist, or become involved in any type of attack, including, but not limited to, distribution of a virus, denial of service attacks upon Parceled Properties, or other attempts to disrupt Parceled Properties or any other person’s use or enjoyment of Parceled Properties;
(f) Attempt to gain unauthorized access to Parceled Properties, accounts registered to others, or to the computers, servers or networks connected to Parceled Properties by any means other than the user interface provided by Parceled, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of Parceled Properties;
(g) Access, tamper with or use non-public areas of Parceled Properties, Parceled’s computer systems, or the technical delivery systems of Parceled’s providers;
(h) Attempt to probe, scan, or test the vulnerability of any Parceled system or network, or breach any security or authentication measures;
(i) Disrupt or interfere with the security of, or otherwise cause harm to, Parceled Properties, systems, resources, accounts, passwords, servers or networks connected to or accessible through Parceled Properties or any affiliated or linked sites; or
(j) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Parceled or any of Parceled’s providers or any other third party (including another user) to protect Parceled Properties.
- 2 Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Agreement):
(a) Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of Parceled Properties (including your Account), or access to or use of Parceled Properties;
(b) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with any Parceled Property;
(c) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise) in connection with Parceled Properties; or
(d) Market any goods or services for any business purposes on or in connection with any Parceled Properties.
- 3 General. In connection with your use of Parceled Properties, you shall not:
(a) Make Available any Content that, in Parceled’s sole discretion, (i) is unlawful, tortious, defamatory, vulgar, pornographic, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
(b) Harm minors in any way;
(c) Impersonate any person or entity, including, but not limited to, Parceled personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(e) Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
(f) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(g) Register for more than one Account or register for an Account on behalf of an individual other than yourself;
(h) Stalk or otherwise harass, bully or intimidate any other user of our Parceled Properties; or
(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
- INVESTIGATIONS. Parceled may, but is not obligated to, monitor or review Parceled Properties and Content at any time. Without limiting the foregoing, Parceled shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Parceled does not generally monitor user activity occurring in connection with Parceled Properties or Content, if Parceled becomes aware of any possible violations by you of any provision of the Agreement, Parceled reserves the right to investigate such violations, and Parceled may, at its sole discretion, immediately terminate your license to use Parceled Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
- INTERACTIONS WITH OTHER USERS.
- 1 User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact (including individuals you contact based on certain Parcel Content); provided, however, that Parceled reserves the right, but has no obligation, to intercede in such disputes. You agree that Parceled will not be responsible for any liability incurred as the result of such interactions.
- 2 Content Provided by Other Users. Parceled Properties may contain User Content provided by other Registered Users. Parceled is not responsible for and does not control User Content. Parceled has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Registered Users at your own risk.
- THIRD-PARTY SERVICES.
- 2 App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store (the “App Store”). You acknowledge that the Agreement is between you and Parceled and not with the App Store. Parceled, not the App Store, is solely responsible for Parceled Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Parceled Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Parceled Property, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
- 3 Advertising Revenue. Parceled reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Parceled has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Parceled as a result of such advertising).
- Indemnification. You agree to indemnify and hold Parceled, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Parceled Party” and collectively, the “Parceled Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Parceled Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Parceled reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Parceled in asserting any available defenses. This provision does not require you to indemnify any of the Parceled Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the App or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Parceled Properties.
- DISCLAIMER OF WARRANTIES AND CONDITIONS.
- 1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF PARCELED PROPERTIES IS AT YOUR SOLE RISK, AND PARCELED PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PARCELED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE SERVICES ARE PRE-PRODUCTION AND HAVE NOT BEEN COMPLETELY TESTED IN ALL SITUATIONS.
- 2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT PARCELED PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PARCELED PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. PARCELED MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PARCELED MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH PARCELED PROPERTIES.
- 3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF PARCELED PROPERTIES. YOU UNDERSTAND THAT PARCELED DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF PARCELED PROPERTIES. PARCELED MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF PARCELED PROPERTIES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF PARCELED PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF PARCELED PROPERTIES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
- LIMITATION OF LIABILITY.
- 1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PARCELED PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PARCELED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF PARCELED PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE PARCELED PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH PARCELED PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PARCELED PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO PARCELED PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PARCELED PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PARCELED PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PARCELED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- 2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL PARCELED BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO PARCELED BY USER DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF PARCELED FOR (A) DEATH OR PERSONAL INJURY CAUSED BY PARCELED’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY PARCELED’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- 4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PARCELED AND YOU.
- 2 Breach. In the event that Parceled determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Parceled Properties, Parceled reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to Parceled) that you have violated the Agreement;
(b) Delete any of Your Content provided by you or your agent(s) to Parceled Properties;
(c) Discontinue your registration(s) with any of Parceled Properties, including any Services or any Parceled community;
(d) Discontinue your subscription to any Services;
(e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(f) Pursue any other action which Parceled deems to be appropriate.
- TERM AND TERMINATION.
- 1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Parceled Properties, unless terminated earlier in accordance with the Agreement.
- 2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Parceled Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Parceled Properties, unless earlier terminated in accordance with the Agreement.
- 3 Termination of Services by Parceled. If you have materially breached any provision of the Agreement, or if Parceled is required to do so by law (e.g., where the provision of the App, the Software or the Services is, or becomes, unlawful), Parceled has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Parceled’s sole discretion and that Parceled shall not be liable to you or any third party for any termination of your Account.
- 4 Termination of Services by You. If you want to terminate the Services provided by Parceled, you may do so by closing your Account for all of the Services that you use.
- 5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Parceled will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- 6 No Subsequent Registration. If your registration(s) with or ability to access Parceled Properties, or any other Parceled community is discontinued by Parceled due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Parceled Properties or any Parceled community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Parceled Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Parceled reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Parceled and limits the manner in which you can seek relief from us.
- 1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the App, to any products sold or distributed through the App, or to any aspect of your relationship with Parceled, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Parceled may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
- 2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Parceled will pay them for you. In addition, Parceled will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- 3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Parceled. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- 4 Waiver of Jury Trial. YOU AND PARCELED HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Parceled are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- 5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Missouri. All other claims shall be arbitrated.
- 6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Parceled username (if any), the email address you used to set up your Parceled account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- 7 Severability. Except as provided in subsection 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- 8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Parceled.
- 9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Parceled makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Parceled at the following address: [email protected] Attn: Legal Department.
- GENERAL PROVISIONS.
- 1 Electronic Communications. The communications between you and Parceled may take place via electronic means, whether you visit Parceled Properties or send Parceled e-mails, or whether Parceled posts notices on Parceled Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Parceled in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Parceled provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- 2 Release. You hereby release Parceled Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Parceled Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Parceled Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Parceled Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the App or any Services provided hereunder.
- 3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Parceled’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- 4 Force Majeure. Parceled shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- 5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Parceled Properties, please contact us at: [email protected], We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- 6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Parceled agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Kansas City, Missouri.
- 7 Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF MISSOURI, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
- 8 Notice. Where Parceled requires that you provide an e-mail address, you are responsible for providing Parceled with your most current e-mail address. In the event that the last e-mail address you provided to Parceled is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Parceled’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Parceled at the following address: 1511 Baltimore Ave Suite 300, Kansas City, MO, 64108- Attn: Legal Department. Such notice shall be deemed given when received by Parceled by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- 9 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- 10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- 11 Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Parceled only, and not Apple, and (ii) Parceled, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Parceled and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Parceled.
(d) You and Parceled acknowledge that, as between Parceled and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Parceled acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Parceled and Apple, Parceled, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Parceled acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- 12 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- 13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.