Attachment 1 300x78 Terms of Use

Twoology Terms of Service

Last modified: July 30, 2013

 

Welcome to Twoology!

Tunomi Unlimited Incorporated (“Twoology”, “our”, “us” or “we”) provides an online communication, sharing and relationship fitness service for couples (the “Services”) through our website, accessible at www.Twoology.com (the “Site”) and as an application for mobile devices (the “Application”). Please read carefully the following terms and conditions (“Terms”) and our Privacy Policy, which may be found at http://Twoology.com/privacy. These Terms govern your access to and use of the Site, Services, Application and Collective Content (defined below), and constitute a binding legal agreement between you and Twoology.

 

Key Content-related Terms

 

“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

 

“Twoology Content” means Content that Twoology makes available through the Site, Services or Application, including any Content licensed from a third party, but excluding Member Content.

 

“Mate” means your dedicated romantic relationship individual; could also be called: spouse, husband, wife, partner, significant other.

 

“Member” means a person who completes Twoology’s account registration process, as described under the “Account Registration” section below.

 

“Member Content” means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Services or Application.

 

“Collective Content” means, collectively, Twoology Content and Member Content.

 

Certain areas of the Site (and your access to or use of certain Services, Application or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, Application or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, Application or Collective Content, as applicable.

 

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, SERVICES OR APPLICATION, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES OR APPLICATION, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SITE OR VIA THE APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

 

Modification

Twoology reserves the right, at its sole discretion, to modify, discontinue or terminate the Site, Services or Application or to modify these Terms, at any time and without prior notice. If we modify these Terms we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Services or Application after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services and Application.

 

Eligibility

The Site, Services and Application are intended solely for persons who are 18 years of age or older. Any access to or use of the Site, Services or Application by anyone under 18 is expressly prohibited. By accessing or using the Site, Services or Application you represent and warrant that you are 18 years of age or older.

 

Account Registration

In order to access certain features of the Site, Services and Application, you must register to create an account (“Account”) and become a Member. You may register directly via the Site or Application or by logging into your account with certain third party social media or social networking sites (“SNS”) (including, but not limited to, Facebook) via the Site or Application, as described herein. If you decide to register through an SNS, we will extract the personal information you have provided to the SNS (such as your “real” name, email address and other information you make publicly available via the SNS) from the account you have with the applicable SNS and use that information to create your Account. The specific information that we extract may depend on the privacy settings you have with the SNS. You hereby consent to our access to and collection of such personal information about you.

 

Privacy

See Twoology’s Privacy Policy at http://Twoology.com/privacy for information and notices concerning Twoology’s collection and use of your personal information.

 

Ownership

The Site, Services, Application and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services, Application and Twoology Content, including all associated intellectual property rights, are the exclusive property of Twoology and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, Application or Twoology Content.

 

Licenses Granted by Twoology to Twoology Content and Member Content

Subject to your compliance with the terms and conditions of these Terms, Twoology grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Twoology Content solely for your personal and non-commercial purposes; and (ii) a to view any Member Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services, Application or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Twoology or its licensors, except for the licenses and rights expressly granted in these Terms.

 

License granted by Member

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Services or Application, you hereby grant to Twoology a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view in cases of potential unlawful use, copy, adapt, modify, license, transfer, and with Member permission distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Member Content only on, through or by means of the Site, Services or Application., Twoology does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Services or Application. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Services or Application or you have all rights, licenses, consents and releases that are necessary to grant to Twoology and to the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Twoology’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Services or Application will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

Content from Third Party Accounts

As part of the functionality of the Site, Service and Application, you may link your Account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by allowing Twoology to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to grant Twoology access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Twoology to pay any fees or making Twoology subject to any usage limitations imposed by such third party service providers.

 

By granting Twoology access to any Third Party Accounts, you understand that Twoology will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“Third Party Account Content”) so that it is available on and through the Site, Services and Application via your Account. Unless otherwise specified in these Terms, all Third Party Account Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or Twoology’s access to such Third Party Account is terminated by the third party service provider, then the Third Party Account Content that was available from such Third Party Account will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Account and your Third Party Accounts, at any time, by accessing the settings section of the Site or Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WTH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Twoology makes no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Twoology is not responsible for any Third Party Account Content.

 

Application License

Subject to your compliance with these Terms, Twoology grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Twoology reserves all rights in and to the Application not expressly granted to you under these Terms.

 

Accessing and Downloading the Application from iTunes

The following applies to any App Store Sourced Application:

 

1. You acknowledge and agree that (i) these Terms are concluded between you and Twoology only, and not Apple, and (ii) Twoology, 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.

 

2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

 

3. 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 Twoology 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 Twoology.

 

4. You and Twoology acknowledge that, as between Twoology 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.

 

5. You and Twoology 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 Twoology and Apple, Twoology, 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 these Terms.

 

6. You and Twoology acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

 

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Services or Application (“Feedback”). You may submit Feedback by emailing us at support@Twoology.com or through the support section of the Site and Application. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

 

General Obligations

You agree to the following:

1. You agree that, as a Member, you will create and use only one unique profile.
2. You agree that you will be truthful, accurate and complete in the information presented in your Member profile.
3. You agree that you will maintain any photos posted to your Member profile to within two (2) years of the date taken.

 

General Prohibitions

You agree not to do any of the following:


1. Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

 

2.Use, display, mirror or frame the Site or Application, or any individual element within the Site, Services or Application, Twoology’s name, any Twoology trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Twoology’s express written consent;

 

3. Access, tamper with, or use non-public areas of the Site or Application, Twoology’s computer systems, or the technical delivery systems of Twoology’s providers;

 

4. Attempt to probe, scan, or test the vulnerability of any Twoology system or network or breach any security or authentication measures;

 

5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Twoology or any of Twoology’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;

 

6. Attempt to access or search the Site, Services, Application or Collective Content or download Collective Content from the Site, Services or Application through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Twoology or other generally available third party web browsers;

 

7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

 

8. Use any meta tags or other hidden text or metadata utilizing a Twoology trademark, logo URL or product name without Twoology’s express written consent;

 

9. Use the Site, Services, Application or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;

 

10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;

 

11.Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;

 

12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, Services or Application;

 

13. Collect or store any personally identifiable information from the Site, Services or Application from other users of the Site, Services or Application without their express permission;

 

14. Impersonate or misrepresent your affiliation with any person or entity;

 

15. Violate any applicable law or regulation; or

 

16. Encourage or enable any other individual to do any of the foregoing.

 

Twoology will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Twoology may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Twoology has no obligation to monitor your access to or use of the Site, Services, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site, Services and Application, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Twoology reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Twoology, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site, Services or Application.

 

Billing and Fees

Twoology is proud to offer a variety of membership categories for its users. Membership categories include “Guests”, “Free Members” or “Premium Members” of the Service. Guests are allowed access to a minimal level of the Service’s features and are not charged by us for the use of the features they can access. Free Members are allowed access to all Service features available to Guests, plus certain additional features of the Service, but they are not allowed access to all of the features available to Premium Members. Free Members are not charged by us for the features they can access. Premium Members are allowed access to all Service features available to Guests and Free Members, plus additional features of the Service that are not available to Guests or Free Members. Premium Members are not charged by us for the features that are free to Guests and Free Members. Certain additional features of the Service made available to Premium Members are paid features, for which a Premium Member is charged. Membership fees may change at any time without notice to the user. Membership fees may also include two people (both individuals comprising the couple.)

 

Billing . We use a third-party payment processor (the “Payment Processor”) to bill you through an online account (your ” Billing Account”) for use of the Services as a subscriber. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By subscribing, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of the Services in accordance with the subscription plan that you have selected using your Billing Account, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

 

Payment Method . The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

 

Recurring Billing . Most subscription plans to the Services consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring subscription plan, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.

Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE AS SET FORTH ABOVE.

 

Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

 

Auto-Renewal . Unless you opt out of auto-renewal, which can be done through your Account Settings, your subscription to the Services will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate. To change or resign your subscription at any time, go to Account Settings. If you terminate your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

 

Reaffirmation of Authorization . Your non-termination or continued use of the Services reaffirms that we are authorized to charge your Payment Method. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Services.
Free Trials and Other Promotions. Any free trial or other promotion that provides subscriber-level access to the Services must be used within the specified time of the trial. You must cancel your subscription before the end of the trial period in order to avoid being charged a subscription fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact us at billing@Twoology.com.

 

Mobile Applications

Mobile functionality of the Services may be provided for free, but please be aware that your carrier’s normal rates and fees, such as message and data rates, may still apply and you are solely responsible for those fees. To the extent necessary, in the event you change or deactivate your mobile telephone number, you agree that you will update your account information within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

 

Copyright Policy

Twoology respects copyright law and expects its users to do the same. It is Twoology’s policy to terminate in appropriate circumstances Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Twoology’s Copyright Policy at http://Twoology.com/copyright, for further information.

 

Termination and Account Cancellation

If you breach any of these Terms, Twoology will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Twoology reserves the right to revoke your access to and use of the Site, Services, Application and Collective Content at any time, with or without cause. You may cancel your Account at any time by accessing the settings section of the Site or Application.

 

 

Disclaimers

THE SITE, SERVICES, APPLICATION AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Twoology EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Twoology MAKES NO WARRANTY THAT THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Twoology MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SITE, SERVICES OR APPLICATION OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE, SERVICES OR APPLICATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Twoology OR THROUGH THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, SERVICES AND APPLICATION AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES OR APPLICATION. YOU UNDERSTAND THAT Twoology DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE, SERVICES OR APPLICATION, NOR DOES TWOOLOGY MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, SERVICES OR APPLICATION. TWOOLOGY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, SERVICES OR APPLICATION OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, SERVICES OR APPLICATION. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, SERVICES AND APPLICATION AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES OR APPLICATION, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

 

 

Indemnity

You agree to defend, indemnify, and hold Twoology, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services, Application or Collective Content, or your violation of these Terms.

 

 

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, APPLICATION AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER TWOOLOGY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF the SITE, SERVICES OR APPLICATION OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES OR APPLICATION WHETHER BASED ON WARRANT, CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TWOOLOGY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

IN NO EVENT WILL TWOOLOGY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT EXCEED FIFTY DOLLARS ($50). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TWOOLOGY AND YOU. [SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

Twoology does not provide personalized or complete medical, medical or legal advice; rather the information provided (while perhaps being labeled ‘advice’), are truly suggestions. It is always the responsibility of the individual to determine what behavior they will or will not do.

 

 

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Twoology used herein are trademarks or registered trademarks of Twoology. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

 

 

Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of Colorado without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in Denver, Colorado and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

 

 

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Twoology and you regarding the Site, Services, Application and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Twoology and you regarding the Site, Services, Application and Collective Content.

 

 

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Twoology’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Twoology may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

 

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Twoology: (i) via email (in each case to the address that you provide); (ii) by posting to the Site; or (iii) via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

 

Dispute Resolution

You and Twoology agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Services or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Twoology are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Twoology otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

 

 

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

 

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

 

Arbitration Location and Procedure. Unless you and Twoology otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Twoology submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

 

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Twoology will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

 

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Twoology will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

 

Changes. Notwithstanding the provisions of the “Modification” section above, if Twoology changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@Twoology.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Twoology’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Twoology in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

 

General

The failure of Twoology to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Twoology. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

 

 

Contacting Twoology

If you have any questions about these Terms or any App Store Sourced Application, please contact Twoology at support@Twoology.com or (720) 310-0167.