Parley Terms of Use
Effective Date: December 8, 2020
Please read these Terms of Use (“Terms”) carefully before accessing or using the Parley mobile application and related services (the “Services”). The Services are made available to you by Parley LLC (“we”, “our” or “us”). By accessing or using the Services, you agree to be bound by these Terms, which are a legal agreement between us and you. Having accepted these Terms by the enrollment page of the Services, you are consenting to be bound by these Terms in your personal capacity.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY, AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US, AS WELL AS AN INDEMNIFICATION PROVISION THAT MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES. PLEASE READ THEM CAREFULLY.
1 THESE TERMS
1.1 The Services are intended for users in the United States who are at least 18 years old. By accessing or using the Services, you represent and warrant that you are least 18 years old and have the legal right and ability to agree to these Terms and that you have read, understood, and agree to the Terms with the intent to be legally bound by them. You are responsible for compliance with the laws of the jurisdiction where you access the Services.
1.2 Certain provisions of these Terms may be supplemented by expressly designated legal notices or terms located on particular pages within the Services, such as our Return Policy. These may include additional terms or conditions imposed by Parley or by mission organizers. For example, some missions may only be appropriate for users who are at least 21 years old in the United States. You agree to comply with all supplemental legal notices or terms that are reasonably disclosed to you, and such notices and terms form a part of these Terms for all purposes.
1.3 We reserve the right to make changes to these Terms at any time, in accordance with applicable law. If we supplement, supersede, or make changes to these Terms, such amended Terms will be posted on the Services or through some other reasonable method. Amended Terms will take effect immediately when they are posted. If you do not accept a change, supplement, or other modification discussed in this section then you are free to stop using the Services. Your use of the Services under these changes, supplements, or other modifications shall constitute your acceptance of them.
2 LICENSE AND INTELLECTUAL PROPERTY
2.1 As between you and us, we own the Services, including, without limitation, all software, text, graphics, tools, links, recommendations, and other content or material provided in or through use of the Services (all of which form part of and are collectively referred to as the “Services” herein), and all worldwide intellectual property rights in the foregoing.
2.2 We grant you a limited, personal, revocable, non-transferable and non-exclusive right and license to access and use the Services for your personal and non-commercial use and for their intended use only. Any software provided through or used to operate the Services is licensed, not sold, to you by us, and such license is limited to object code only. We may notify you, by notice within the software or otherwise, that the software contains software governed by the license of a third party, and you agree to abide by the terms and conditions of the same. Except as expressly permitted herein, you must not, nor enable any other person to, rent, lease, lend, sell, redistribute, sublicense, copy, reverse engineer, decompile, translate, modify, rent, use as a service bureau, distribute copies of, adapt, create derivative works based on, or otherwise use the Services.
2.3 We, in our sole discretion, may make available updates, upgrades, and/or future versions of or to the Services, and such updates, upgrades and/or future versions may not include all previous or existing features, functionality or components of the Services. These Terms will govern the use of such updates, upgrades and future versions.
2.4 Any trademark, service mark, logo or trade name contained in the Services, whether or not appearing in large print or with the trademark symbol, belongs exclusively to us or our licensors, and you may not use or display such trademarks without our permission. Nothing in these Terms grants you any right to use any trademark, service mark, logo or trade name of ours or any third party.
2.5 With respect to data, information, files and content you submit or make available through the Services (collectively, “User Content”), you grant us and our partners a worldwide, perpetual, irrevocable, royalty-free and non-exclusive license to use such User Content to manage, provide, monitor, repair, improve, analyze and operate the Services and for other lawful purposes authorized by us. You are fully responsible for all User Content that you submit to us and agree not to provide User Content that violates these Terms, including, but not limited to, Section 3.2. We are not responsible for any User Content and have no duty to monitor the User Content posted on the Services. You use any information contained in User Content at your own risk. We have the right, in our sole discretion, to monitor, review, edit, remove, delete, disable, refuse, restrict, or terminate access to your User Content or the Services (in whole or in part) at any time, without prior notice and in our sole discretion, for any or no reason. If you notice that any User Content appears to violate this Agreement, if you believe that any User Content might harm you or someone else, or, where authorized by local laws, if you are a minor who is requesting removal of User Content that you have posted to the Services, please notify us by e-mailing (support@parley.tv). Even where we agree to remove User Content in accordance with local laws, this may not result in complete or comprehensive removal of User Content from the Services.
2.6 If you believe that your work has been copied and is accessible on the Services in a way that constitutes copyright infringement, please provide us with the following information:
identification of the copyrighted work claimed to have been infringed;
identification of the allegedly infringing material on the Services that is requested to be removed;
your name, address, and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary;
a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
a statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
Notice of claims of copyright infringement on the Services can be sent to the following location:
3 YOUR OBLIGATIONS
3.1 You agree to provide only true, accurate, current and complete information as prompted by the registration form or otherwise requested during the term of these Terms and to maintain and promptly update that information so as to keep that information true, accurate, current and complete. You consent and authorize us to verify the information that you provide.
3.2 You agree not to use the Services to: (a) upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise illegal, tortious or objectionable; (b) impersonate any person or entity, including, but not limited to, an employee of us or any partner, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) transmit or otherwise make available any content that you do not have a right to make available, that contains a software virus or any other computer code, file or program, which might interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Services or any server or network connected to the Services or take any action intended or reasonably expected to harm us or any other entity; and/or (e) violate any applicable local, state, federal or international law.
3.3 You are solely responsible for maintaining the confidentiality of your information and for restricting access to your devices. You accept responsibility for all activities that occur under your account or from your devices. You agree to immediately notify us at the e-mail address provided below if you have reason to believe there has been any unauthorized use of your Services account or password, or any other breach of security related to the Services, and you acknowledge that we may not be able to mitigate such unauthorized access or other breach of security until you do so. We may revoke or deactivate your account at any time.
3.4 You consent to transact with us electronically and receive legal notices and other communications electronically, either by e-mail, text messaging, push notifications (in accordance with your device settings), or by notices posted on the Services. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the Services.
3.5 You are solely responsible for assessing. based on your health, safety, and other relevant characteristics, the suitability of a mission or other activity associated with the Services. You agree that any participation or action related to the Services that you take is at your own risk. As outlined in Sections 4.1 and 5.2, we make no representations and warranties about the security, safety, or suitability of the Services. We are not liable for damages arising out of or in connection with your participation in missions or any other activity related to the Services.
4 WARRANTIES AND DISCLAIMER
4.1 THE SERVICES ARE PROVIDED ON AN 'AS IS', ‘AS AVAILABLE’, AND ‘WITH ALL FAULTS’ BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, sATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES SHALL BE AVAILABLE AT ALL TIMES OR BE FREE OF ERROR. WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SECURITY OR SAFETY OF THE SERVICES (including locations you visit while using the services) OR ABOUT THE ACCURACY, AVAILABILITY, RELIABILITY, COMPLETENESS, CURRENTNESS, SUITABILITY OR TIMELINESS OF INFORMATION AVAILABLE THROUGH THE SERVICES OR ANY POINTS OR PRIVILEGES REFERENCED in the SERVICES. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE RESULTING FROM ANY VIRUS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
4.2 The Services may provide links or access to third-party websites and services outside our control. These may include, for example, event registration, donation and payment functionality, and other features, functionalities, and services powered by third parties. We do not endorse, recommend, or otherwise accept responsibility for any of these third party websites or services, and we make no representation or warranties of any kind regarding them. We are not responsible for their content, quality, nature, reliability, privacy, data security or other practices or their handling of information you make available to them. Your business dealings with these third parties, and any terms, conditions, warranties or representations associated therewith, are solely between you and such third parties. We encourage you to review their applicable terms and policies.
5 LIMITATION OF LIABILITY
5.1 Nothing in these Terms shall limit or exclude any liability that, under applicable law, cannot be limited or excluded.
5.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND WILL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (INCLUDING, WITHOUT LIMITATION, BODILY HARM, EMOTIONAL DISTRESS, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, OR OTHER ECONOMIC ADVANTAGE)) ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ENTRY OF USER CONTENT INTO THE SERVICES, (B) ANY STATEMENT OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, (C) STOPPAGE OF USE BY YOU DURING OR AFTER COMMENCEMENT OF USE OF THE SERVICES, (D) THE USE OR INABILITY TO USE THE SERVICES, (E) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY OR DEFECT IN OPERATION OR TRANSMISSION, VIRUS, LINE SYSTEM FAILURE, OR LOSS OF USE RELATED TO THE SERVICES, (f) ANY PHYSICAL ACTIVITY, personal injury, or property damage arising from or RELATED TO your use of THE SERVICE, OR (g) OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND EVEN IF WE OR OUR PARTNERS HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO REMOVE THE SERVICES FROM YOUR MOBILE DEVICE AND DISCONTINUE THEIR USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO $100.
5.3 YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY DEALING WITH ANY OTHER ENTITY THAT YOU USE OR CONSULT WITH.
6 INDEMNITY
6.1 You promise to compensate us fully against any claim or demand, including without limitation reasonable legal fees, made by any third party due to or arising out of your use of the Services, your breach of these Terms, your violation of any applicable law, or your violation of any right of another person or entity.
7 TERMINATION AND SUSPENSION
7.1 You may delete the Services from your phone at any time.
7.2 We may terminate these Terms and/or your access to the Services immediately for any reason, including without limitation where we have reasonable ground to do so based on: (i) your breach of these Terms; (ii) a request by law enforcement or other government agency; (iii) our discontinuation of or material modification to the Services; (iv) an unexpected technical or security issue or problem; and (v) your inactivity. Termination of your account may include (i) removal of access to all offerings within the Services, (ii) deletion of User Content associated with or inside your account, and (iii) barring of further use of the Services. You agree that any such suspension, change or termination by us may be made in our sole discretion and that, to the extent permitted by applicable law, we shall not be liable to you or any third party for any suspension, change or termination of your account or access to the Services for any reason.
7.3 Sections 2 (except for the first sentence of Section 2.2), 3.2, 3.3, 3.4, 3.5, 4, 5, 6, 7.2, 8, 9, and this Section 7.3 will survive any termination of these Terms.
8 GOVERNING LAW; MANDATORY ARBITRATION
8.1 PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO MANDATORY, BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
8.2 These Terms shall be governed by, and construed in accordance with, the laws of the United States and the State of New York without regards to the conflicts of law principles thereof. If any clause or provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such clause or provision shall not affect the validity of the remaining clauses or provisions of these Terms, including but not limited to the class action waiver. You expressly agree that if you dispute the validity or enforceability of the individual arbitration provision and/or class action waiver in these Terms, you shall bring such dispute in the courts of the State of New York, and you expressly consent and agree to submit to the exclusive personal jurisdiction and venue of such courts.
8.3 All claims arising in connection with your use of the Services should be reported and brought to our attention as soon as possible in a written statement delivered to support@parley.tv . To the maximum extent permitted by law, you permanently and irrevocably waive your rights to bring any claim in connection with your use of the Services unless you bring it within one (1) year of the date of the event giving rise to such claim.
8.4 EXCEPT FOR DISPUTES THAT QUALIFY TO BE HEARD IN SMALL CLAIMS COURT, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THE ONE HAND, AND PARLEY OR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS, ON THE OTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY.
YOU AGREE THAT PARLEY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU FURTHER AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY AND THAT CLASS ARBITRATIONS, CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS ARE NOT PERMITTED. YOU HEREBY AGREE TO GIVE UP THE ABILITY TO BRING OR PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR ARBITRATION.
8.5 The arbitration will be administered by the American Arbitration Association (the “AAA”) under the Consumer Arbitration Rules (the “Rules”) (available from the AAA at www.adr.org), as amended by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to the parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will, to the extent required to make this Section 8 enforceable, pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitrator will be bound by these Terms, when not in conflict with applicable law, and the arbitrator’s decision will be binding and final, subject only to limited right of judicial review provided under the Federal Arbitration Act. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. If the arbitrator decides that either the substance of your claim or the remedy you asked for is frivolous or brought for an improper purpose, we may use the applicable Rules to determine whether you are responsible for the filing, administrative and arbitrator fees. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local government agencies or from seeking public injunctive relief in court where that right cannot be waived under applicable state law.
9 GENERAL
9.1 These Terms constitute the entire agreement between you and us relating to its subject matter and supersedes all prior agreements, undertakings, representations, warranties and arrangements of any nature relating to the same. Each party acknowledges that it has not been induced to enter into these Terms by any representation or warranty other than those contained in these Terms.
9.2 You must not use, export or re-export the Services contrary to any law of the USA and any other jurisdiction including without limitation the Export Administration Regulations of the USA. You represent and warrant that (i) you are not located in a country that is subject to a US Government embargo or that has been designated by the US government as a “terrorist supporting” country; and (ii) you are not listed on any US government list of prohibited or restricted parties.
9.3 We may assign these Terms, in whole or in part without your consent, but you are always free to terminate your use of the Services. No person who is not a party to these Terms (other than any person specifically identified as a third party beneficiary) shall have any right under any law to enforce any term of these Terms, and no consent is required from any third party to change these Terms. We shall not be in breach of these Terms or otherwise liable to you as a result of any delay or failure in the performance of our obligations under these Terms to the extent that such delay or failure is caused by any occurrence beyond our reasonable control including, but not limited to, any act of God, strike, war or sabotage, and the time for performance of the relevant obligation shall be extended accordingly. No failure or delay by us to exercise or enforce any right or benefit under these Terms shall be deemed a waiver of such right or benefit nor operate to prevent or limit the future exercise or enforcement of that right or benefit. If any term or condition of these Terms is held invalid, void or otherwise unenforceable by any court, governmental agency or authority of competent jurisdiction, the remainder of these Terms shall remain valid and enforceable.
The parties are independent contractors and nothing in these Terms shall be deemed to create any joint venture or agency relationship among the parties, and no party shall have the right to enter into any contract on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party.
Additional Terms for Apple’s App Store
In addition to the other terms set forth herein, the provisions of this section also apply to you if you obtained the Services from Apple’s App Store. These additional terms should not be read to limit any other provision of these Terms and should not be interpreted to affect the meaning of any other provision of these Terms. You acknowledge that these Terms are between you and us only, not with Apple, and Apple is not responsible for the Services. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple and Apple may refund any applicable purchase price for the Services to you; but, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services. Apple is not responsible for addressing any claim by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) any product liability claim; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, privacy, or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third party claim that the Services and/or your possession and use of the Services infringes any third party’s intellectual property rights. You may access and use the Services only on Apple-branded products that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service. You agree to comply with all applicable third-party terms when using the Services. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and, 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 a third party beneficiary hereunder.
10 CONTACT
If you have an inquiry regarding the functionality of the Services, you may contact us as follows:
Email: support@parley.tv