TREEM TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING ANY TREEM WEBSITES, MOBILE/TABLET APPLICATIONS, AWARD PROGRAMS, AND OTHER ONLINE PROGRAMS, OR THE MATERIALS, SOFTWARE AND CONTENT AVAILABLE IN OR THROUGH THEM.
Treem, Inc. (“Treem”) owns and operates the application located at www.Treem.com (the “Application”) as well as Treem’s official mobile apps for iOS and Android platforms, the online interface or portal made available by Treem, on which you may access and use the social media content and features or functionality that Treem may make available to you, including the curation of social media content and aggregate data for incorporation and re-display and/or any analytics or metrics (together the “Services”). As used herein, the terms “you”, “your” and “yours” refer to the user or registered user using the Services. The terms “Treem”, “we”, “us” and “our” refer to Treem, Inc. and its related or affiliated companies.
By accessing, browsing, using and/or downloading the Services, you agree to accept and comply with this Agreement for each use of the Services. If you do not agree to accept and comply with this Agreement, you should not access, browse or otherwise use the Services.
Treem reserves the right, at any time, to modify, alter, or update this Agreement, and you agree to be bound by such modifications, alterations, or updates (“Modifications”). Such Modifications will be effective immediately upon notice to you, which may be given by any means, including but not limited to posting on the Services or by electronic or conventional mail. Your use of the Services following any such Modification constitutes your agreement to follow and be bound by this Agreement as modified.
This Agreement applies to all users of the Services. As a user, you represent and warrant that you either have reached the age of majority in your jurisdiction of residence, or are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of thirteen (13), and while the Services may contain content intended for, or suitable for minor children, the Services itself, and the Treem Award Plan or Monetization Program are not intended for use or by children under thirteen (13).
1. GRANT AND RESTRICTIONS ON USE To use certain Services, including the Award Plan you will need to create an account. If you create an account you agree you will: (a) create only one account; (b) provide honest, accurate, current and complete information regarding yourself; (c) keep your information updated and accurate; (d) keep your account password private and not share it with others; and (d) notify Treem if you discover or suspect that your account has been hacked or its security breached.
You agree to take responsibility for all activities on or under any account registered to you and you accept all risks for any unauthorized use of your account. You are responsible for providing the equipment and services that you need to access and use the Services. Treem does not guarantee that the Services are accessible on any particular equipment or device or with any particular software or service plan.
We reserve the right, without notice and in our sole discretion at any time, to terminate your right to access and use the Services or any component of them and to block or prevent future access to and use of the Services and to delete your account and any related information. Any obligation or liability incurred prior to our termination of your access to the Services will survive such termination.
All information, including, without limitation, all posts, comments, text, design, graphics, drawings, photographs, advertisements, video clips, music and sounds, and all trade-marks, service marks and trade names and the selection and arrangements thereof (collectively “Content”) is, unless otherwise noted, subject to intellectual property rights including copyrights and trademarks held by or licensed by Treem. Except as expressly provided in this Agreement, no license to use, copy, distribute, republish, transmit or otherwise exploit any Content is given to you and all intellectual property rights in and to the Content are expressly reserved to Treem.
Treem does not claim ownership of any Content that you post on the Service. For Content you post that is covered by intellectual property rights, you grant Treem a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute and perform any Content or derivatives of it, with or without your name or username, including for advertising-related purposes. This grant ends when you delete your Content or your account unless your Content has been shared with others, and they have not deleted it. However, you agree that Treem is perpetually free to use any ideas, concepts or know-how that you provide to Treem through the Services or through Content. You acknowledge and agree that Treem is not responsible for the use of your Content by third parties who view your Content.
You represent and warrant that: (a) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in this Agreement; (b) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (c) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service. Treem reserves the right to take down or delete any Content from the Service for any or no reason, without prior notice. TO THE EXTENT PERMITTED BY LAW, TREEM EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING IN CONNECTION WITH OR RELATING TO ANY SOCIAL MEDIA CONTENT, OR ANY COMPLIANCE WITH LAWS OR REGULATIONS GOVERNING PUBLICATION, BROADCAST, OR OTHER DISTRIBUTION OF CONTENT OVER THE PUBLIC AIRWAVES OR ACROSS THIRD PARTY NETWORKS.
2. DISPUTE RESOLUTION, ARBITRATION, CLASS ACTION WAIVER, AVAILABLE REMEDIES, GOVERNING LAW AND JURISDICTION
PLEASE READ THIS FOLLOWING CLAUSE CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
a. Dispute Resolution Generally: By using or otherwise interacting with the Services, you agree to that (a) any and all disputes, claims, and causes of action arising out of or in connection with the Services shall be resolved individually without resort to any form of class action; (b) any claims, judgments and awards shall be limited to reasonable and actual out-of- pocket costs incurred, but in no event attorney's fees; and (c) under no circumstances will you be permitted to obtain any award for, and you hereby waive all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statue.
b. ARBITRATION: IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION IS PURSUED AS SET FORTH ABOVE, THEN ANY REMAINING CONTROVERSY OR CLAIM ARISING OUT OF YOUR USE OF THE SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN A LOCATION DETERMINED BY THE ARBITRATOR AS SET FORTH HEREIN (PROVIDED THAT SUCH LOCATION IS REASONABLY CONVENIENT FOR CLAIMANT), OR AT SUCH OTHER LOCATION AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES, IN ACCORDANCE WITH THE PROCEDURAL RULES FOR COMMERCIAL DISPUTES SET FORTH IN THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF JAMS (“JAMS RULES AND PROCEDURES”) THEN PREVAILING, AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
THE PARTIES UNDERSTAND THAT, IN LIGHT OF THIS MANDATORY PROVISION, THEY ARE WAIVING THEIR RIGHTS TO SUE IN COURT AND HAVE THEIR DISPUTES RESOLVED BY A JUDGE OR JURY TRIAL.
THE ARBITRATOR SHALL BE SELECTED PURSUANT TO THE JAMS RULES AND PROCEDURES. THE ARBITRATOR SHALL APPLY DELAWARE LAW CONSISTENT WITH THE FEDERAL ARBITRATION ACT AND APPLICABLE STATUTES OF LIMITATIONS, AND SHALL HONOR CLAIMS OF PRIVILEGE RECOGNIZED AT LAW. IN THE EVENT THAT THE CLAIMANT IS ABLE TO DEMONSTRATE THAT THE COSTS OF ARBITRATION WILL BE PROHIBITIVE AS COMPARED TO THE COSTS OF LITIGATION, TREEM WILL PAY AS MUCH OF THE CLAIMANT’S FILING AND HEARING FEES IN CONNECTION WITH THE ARBITRATION AS THE ARBITRATOR DEEMS NECESSARY TO PREVENT THE ARBITRATION FROM BEING COST-PROHIBITIVE. IF ANY PART OF THIS ARBITRATION PROVISION IS DEEMED TO BE INVALID, UNENFORCEABLE OR ILLEGAL (OTHER THAN THAT CLAIMS WILL NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS), OR OTHERWISE CONFLICTS WITH THE RULES AND PROCEDURES ESTABLISHED BY JAMS, THEN THE BALANCE OF THIS ARBITRATION PROVISION SHALL REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH ITS TERMS AS IF THE INVALID, UNENFORCEABLE, ILLEGAL OR CONFLICTING PROVISION WERE NOT CONTAINED HEREIN. IF, HOWEVER, THE PORTION THAT IS DEEMED INVALID, UNENFORCEABLE OR ILLEGAL IS THAT CLAIMS WILL NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID, AND NEITHER CLAIMANT NOR TREEM SHALL BE ENTITLED TO ARBITRATE THEIR DISPUTE. UPON FILING A DEMAND FOR ARBITRATION, ALL PARTIES TO SUCH ARBITRATION SHALL HAVE THE RIGHT OF DISCOVERY, WHICH DISCOVERY SHALL BE COMPLETED WITHIN SIXTY DAYS AFTER THE DEMAND FOR ARBITRATION IS MADE, UNLESS FURTHER EXTENDED BY MUTUAL AGREEMENT OF THE PARTIES. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT DOWNLOAD AND/OR USE THE SERVICES IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.
c. CLASS ACTION AND CLASS ARBITRATION WAIVER: BY USING, SETTING UP AN ACCOUNT, THROUGH OR OTHERWISE INTERACTING WITH THE SERVICES, YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICES WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
d. Available Remedies: By using, setting up an account, through or otherwise interacting with the Services, you agree that to the extent permitted by applicable law, (1) any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred (if any), but in no event will attorneys' fees be awarded or recoverable; (2) under no circumstances will you be permitted to obtain any award for, and you hereby knowingly and expressly waive all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages, other than actual out of pocket expenses), and/or any rights to have damages multiplied or otherwise increased; and (3) your remedies are limited to a claim for money damages (if any) and you irrevocably waive any right to seek injunctive or equitable relief. For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute.
e. 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the preceding three paragraphs by sending written notice of your decision to opt-out to the following address: 2011 Palomar Airport Rd, Suite 302 Carlsbad CA 92011. The notice must be sent within thirty (30) days of registering to use the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of these Sections. If you opt-out of these arbitration provisions, Treem also will not be bound by them.
f. Exclusive Venue for Litigation. Solely to the extent the arbitration provisions set forth above do not apply, or for purposes of either party enforcing an award granted to it pursuant to arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Delaware. The parties expressly consent to exclusive jurisdiction in Delaware for any litigation other than small claims court actions. The Parties irrevocably consent to personal jurisdiction in Delaware for any litigation and hereby waive, for all purposes, their right to challenge the lack of personal jurisdiction of Delaware over any litigation arising in connection with, out of, or as a result of (a) these Terms or the Treem Online Services , and (b) any acts or omissions of any of the Covered Entities in connection with these Terms and Conditions or the Services.
g. Governing Law & Jurisdiction: All disputes in connection with the Services and any Content generated through the Application, shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws rules thereof.
3. ACCOUNT, ELIGIBILITY, AND CANCELLATION
You may either access the Services as a guest or set up an account on the Application (“Account”). When creating an Account, you must provide all required information including your name, mobile phone number, [email, and physical address]. Only one (1) Account is permitted per mobile phone number. The information provided must be accurate and complete. You may change Account information at any time by clicking on the “Profile and Info” link in the Treem application.
You may never use another's Account without permission. By creating an Account, you represent and warrant that the information you provide is true and that you will keep it up to date. You are solely responsible for any use or misuse of your Account and must notify Treem immediately of any breach of security or unauthorized use of your Account. Although Treem will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Treem or others due to such unauthorized use.
You can close your account at any time for any or no reason by accessing the settings of the Services to delete the account. In some cases, the deletion process may take some time. Account deletion may not ensure complete or comprehensive removal of the content or information you posted on the Service. For example, it will not necessarily remove content or information that has been stored, shared or re-posted by a third party. We reserve the right to retain information where required or permitted by law to do so. When your account is closed or deleted, all licenses and other rights granted to you in these Terms and Conditions will immediately cease. Treem reserves the right to permanently erase your account from our systems immediately or at any time after we receive the request or to preserve a record of the account for some time for legitimate business purposes and as required by law.
4. ACCEPTABLE USE
You are prohibited from transmitting any “sensitive” personally identifiable information over the Services, which may include, but not be limited to, any information about yourself or another person that may relate to health or medical conditions, social security/social insurance numbers or national identifiers, credit card (except to make a Purchase), bank account or other financial information, other information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters. You are also prohibited from: (i) using the Services to send or post harassing, abusive, or threatening messages; (ii) transmitting through the Services any information, data, text, files, links, software, or other materials that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, racially, ethnically or otherwise objectionable, soliciting passwords or personal information for commercial or unlawful purposes, including hidden pages, links or images, providing instructional information about illegal activities, or which threatens our relationships with our partners, customers or suppliers; (iii) attempting to conceal or misrepresent the identity of the sender or person submitting the information; (iv) disrupting the normal flow of the Services, including any dialogue on the Services or otherwise act in a manner that negatively affects other participants; (v) sending spam or other direct marketing communications or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content; (vi) intentionally or unintentionally performing or promoting any activity that would violate any applicable local, provincial/state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Services; (vii) posting or transmitting executable programming of any kind, including viruses, spyware, trojan horses, easter eggs, or any other form of computer programming or disabling mechanism; (viii) posting user submissions or using the Services in such a way that damages the image or rights of Treem, other users or third parties; (ix) using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Services or the Content in whole or in part, including, without limitation, creating any frames at any other websites pertaining to any portions of the Services.
5. ACCESS AND ACCOUNT TERMINATION
Treem reserves the right to deny or revoke access to the Services, the Application, or any part thereof, or to otherwise terminate a user's access to its Services, at any time in its sole discretion, with or without cause and without notice to you. At any time, regardless of whether your Account is being cancelled or terminated, Treem reserves the right to retire your username/shortcode or assign it to a new user, in each case at any time and without prior notice to you. Treem may choose to exercise this right if your use of a particular username or shortcode is unlawful or in violation of a third party’s trademark or other intellectual property rights, or in other situations where Treem believes it would be appropriate to do so. You do not have any property interest in or right to use any specific username or shortcode.
6. ACCESS TO SERVICES
While Treem endeavors to ensure that the Services are available at all times, Treem will not be liable if, for any reason, the Services are unavailable at any time or for any period.
Mobile Access. If you use a mobile device to access the Services, the following additional terms and conditions (“Mobile Terms”) you acknowledge and agree that: (a) you are solely responsible for all message and data charges that apply to use of your mobile device to access the Services; and (b) all such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You further understand that service may not be available in all areas at all times and may be affected by product, software, coverage or service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use. By accessing or using any Services via a mobile device, you agree to these Terms and Conditions and to any applicable terms of a mobile app you may use.]
THE MATERIALS, INFORMATION, APPLICATION, AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREEM DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), INCLUDING THOSE ARISING BY STATUE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. TREEM DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE APPLICATION WILL BE AVAILABLE OR ERROR FREE.
YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREEM, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE APPLICATION) AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS OF TREEM EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT,IN CONNECTION WITH THE SERVICES IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERNATION OF YOUR SUBMISSIONS, CONTENT, OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PERSON ON THE SERVICES, ANY OTHER MATTER RELATED TO THE SERVICES AND ANY WEBSITES LINKED TO THE SERVICES, OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, CONTENT, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM SUCH WEBSITE OR ANY WEBSITE LINKED TO SUCH WEBSITE.
For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute.
9. PROPRIETARY INFORMATION
Copyright and Trademark. Unless otherwise noted, all materials published in or through the Services are protected as the copyrights, trade dress, trademarks and/or other intellectual property of Treem or its licensors. You may not remove or alter any copyright, trademark or other proprietary right notice in the Services. All rights not expressly granted are reserved.
Treem respects intellectual property and other rights. As set forth in the following paragraphs, Treem has a policy of responding to notices of alleged copyright and trademark infringement that comply with applicable laws, including the Digital Millennium Copyright Act in the United States, and terminating accounts of repeat infringers in appropriate circumstances. To report a problem other than copyright or trademark infringement, please email firstname.lastname@example.org. Treem may, in its sole discretion, limit, suspend, or terminate and user’s access or account, delay or remove Content, and take technical and legal steps to keep users from using the Services, if Treem thinks that such users are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, circumventing temporary or permanent suspensions or harassing our employees or other users).
Digital Millennium Copyright Act (“DMCA”) Policy. Treem will respond to proper notifications of claimed copyright infringement with respect to material posted by users and will take appropriate action including removing and disabling access to the allegedly infringing material. Treem also will, in appropriate circumstances, terminate the accounts of registered users whom we find to be repeat infringers. Treem also may, in our discretion, suspend and/or terminate the account of any registered user who infringes another's intellectual property right, whether or not there is repeat infringement.
If you believe your copyright has been infringed, you should submit notice to: email@example.com. Any such notice should include the following:
If a notice of copyright infringement has been filed against material posted by you, you may make a counter-notification with our Designated Agent listed above, provided that such counter-notification must be in writing and contain the following requisite information:
- Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Your contact information reasonably sufficient to permit Treem to contact you, such as an address, telephone number, and if available, an email address where you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If we receive a valid counter-notification, we may reinstate the removed or disabled material in accordance with the DMCA.
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of Delaware, U.S.A., if you reside outside of the U.S.A.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.
Reservation of Rights in Services. Treem reserves all right, title and interest in and to the Application and Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein, whether by implication, estoppel, or otherwise. All enhancements, modifications, and derivative works made to the Services (collectively, the “Derivatives”), and all intellectual property rights therein, shall be owned by Treem, whether or not such Derivatives are made at your request or instruction, with the exception of any your Content contained in the Derivatives which shall continue to be owned by you. You hereby irrevocably assigns to Treem all right, title and interest in and to the Derivatives, including all intellectual property rights therein that may inure to you or that you are deemed to obtain pursuant to this Agreement.
Restrictions. You shall not: (a) modify or create derivative works based on the Services, (b) reverse engineer the Services, or (c) access the Services in order to (i) build a similar or competitive product or service to the Services to which the Social Media Content is uploaded or posted, (ii) carry out benchmarking of the Services, including by monitoring their availability, performance or functionality, or (iii) copy any features, functions or graphics of the Services.
Suggestions. You may, but are not obligated to, provide suggestions, enhancement requests, recommendations or other feedback provided by Customer (“Suggestions“). You hereby grant Treem a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute and exploit such Suggestions, and incorporate Suggestions into the Services and its other services, products, technologies, documentation or other development with no obligation to pay, attribute, license or to make available to, you or any other person or entity.
Confidentiality. You agree not to disclose Treem proprietary information, algorithms for determination of the Award Pool, or any other confidential information, communications, statistics, or performance metrics of Treem, without the prior written consent of Treem.
Publicity. During the term of this Agreement, (a) Treem may publicly refer to you as a customer of Treem and may use your name, trade names, screen captures brands and logos orally and in written materials, including on its websites, in connection therewith, and (b) you may publicly refer to Treem orally, in writing, or in connection with your Account. Subject to your satisfaction with Services, you agree to cooperate with Treem’s requests to participate in a press release and/or customer testimonial. You will have the opportunity to request review of the press release and/or customer testimonial prior to issuance, and Treem will reasonably consider any modifications you may request. You may be asked to be the subject of a case study about your experience and success with the Services; participation will only be upon your approval and, if given, you further grant Treem the right to use your Content and Account data in connection with the case study.
The delay or omission by either party to enforce or exercise any terms or right pursuant to this Agreement will not impair any such term or right nor be construed to be a waiver thereof and will in no way affect the other party’s right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained.
11. THIRD PARTY LINKS
The Services may contain links to third party websites that are not owned or controlled by Treem. Treem has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Treem will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve Treem from any and all liability arising from your use of any third-party website.
You may not assign any of your rights or obligations hereunder without the prior express written consent of Treem. Any attempt by you to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Treem may assign this Agreement together with all rights and obligations hereunder, without restriction, including to a successor entity resulting from a merger, acquisition, corporate reorganization, Liquidity Event, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.