Effective Date: March 14, 2017
Last Updated Date: March 14, 2017
First, let’s make sure we both know what we’re talking about:
When we say “IC App” or “Infield Chatter,” we mean the Infield Chatter social media platform, which includes the Infield Chatter website located at www.infieldchatter.com, the Infield Chatter iOS, Android and any other mobile applications, services, webpages or online properties offered by the Major League Baseball Players Association (“MLBPA”), and hosted and operated by Places App Inc. DBA Honeycommb (“Honeycommb”) on behalf of the MLBPA.
“We” or “us,” as used in these Terms, means the Major League Baseball Players Association, and any of its subsidiaries and affiliated entities, as well as the Players and Honeycommb, the good folks who help us manage the IC App.
“Players” refers to the members of the Major League Baseball Players Association.
“You” is not tricky. If you’re reading this or accessing the IC App, you’re “You.”
So, here’s the deal:
Highlights of Certain Key Terms
The following highlights are provided for your benefit only and do not constitute binding provisions of these Terms. As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge the following:
• the IC App is licensed, not sold, to you, and you may use the IC App only as set forth in these Terms;
• the use of the IC App may be subject to separate third party terms of service and fees, including, without limitation, your mobile network operator’s (the “Carrier”) terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
we provide the IC App to you on an “as is” basis without warranties of any kind and our liability to you is limited;
• disputes arising between you and us will be resolved by binding arbitration. BY ACCEPTING THESE TERMS, AS PROVIDED IN GREATER DETAIL IN SECTION 18 BELOW, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION;
• if you are using the IC App on an iOS-based device, then you agree to and acknowledge the “Notice Regarding Apple,” below; and
• if you post any Objectionable Content (defined in Section 12 below) on the IC App, then we may – but have no obligation to – take any remedial action that we, in our sole discretion, deem necessary and/or appropriate under the circumstances, such as, without limitation, suspending or terminating your Account (defined in Section 7 below), removing all of your content from the IC App and/or reporting you to law enforcement authorities, either directly or indirectly.
The IC App is based in the United States. It is not designed or customized for any other country. You may use the IC App only if it fully complies with the laws of the country from which you are accessing the IC App.
13 And Older Only, Please
THE IC APP IS ONLY FOR PEOPLE AGE 13 OR OLDER. There are a lot of good reasons for this, and they protect us as well as you. If you use the IC App, you are telling us that you are at least that age. If you’re younger than that, thanks for waiting. Your time will come!
If you are under 18, you must get your parent or guardian to look at and agree to these Terms and supervise your use of the IC App.
If you are a parent or guardian and you’re going to allow your child to use the IC App, make sure they are at least 13, and please keep tabs on them. You agree to make sure you and your children comply with these Terms. Parental control hardware, software, or filtering services are commercially available that can help limit access to material you might not want your child to see. If you’re interested, information is available at www.onguardonline.gov and www.staysafeonline.org.
These Terms create a legally binding contract between you and us, so please read them carefully. By accessing and/or using the IC App, you agree that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, then you may not use the IC App.
We may change these Terms at any time, for any reason at our sole discretion and without notice. We’ll have the current terms posted on the IC App, and we’ll announce any material changes. If you continue to use the IC App after the effective date of a change to the Terms, that means you’ve accepted and agree to the changed terms. If you object to any of the changes, then your sole recourse is to stop using the IC App. Notwithstanding the preceding sentences of this Section 4, no revisions to these Terms will apply to any dispute between you and us that arose prior to the date of such revision.
We may also change, suspend or discontinue any aspect of the IC App or any of its features, functions or content at any time, without notifying you or getting your approval. We hope you’ll like any changes we make, but even if you’re disappointed, please accept it gracefully. Change is part of life.
Certain IC App services may be accessible via a mobile phone, tablet, or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the IC App and the related Mobile Services must be in accordance with these Terms.
You must register an account on the IC App (an “Account”) before you can enjoy Infield Chatter, including posting User Content.
Stay In Control
Please keep control of your login, password and other account information, and don’t give them to anyone else. If you let anyone else log in to the IC App as you, then as far as we are concerned it is you. If he/she does something wrong, it’s on you, and you’re responsible for his/her actions under your login/password and any harm that may result. If you think someone may have stolen your login or otherwise hacked your account, let us know right away by contacting us at email@example.com.
When you join, you’ll be able to pick a screen name that will identify you on the IC App. You’ll have a fair amount of freedom to pick a screen name you like, but there are some ground rules:
• Be nice. No obscenities, references to illegal behavior, or terms that others might reasonably find to be threatening or abusive.
• Don’t use anything you don’t have the right to, like brands or company names or other proprietary terms or trademarks.
• Don’t use anything that suggests you are someone you are not, like one of our Players, or any other well-known person.
• We have the right to review, edit, reject, or delete any screen name, but we don’t have to. We can’t watch everything, so the fact that a screen name gets displayed on the IC App doesn’t necessarily mean we approve of it.
You grant us a royalty-free license to use your screen name, image, voice, and likeness to identify you as the source of any of your User Content.
Our License to You
The IC App is licensed, not sold, to you for use only under these Terms. We reserve all rights not expressly granted to you. Subject to your complete and ongoing compliance with these Terms, we hereby grant you a personal, limited, revocable, non-transferable license to access and use the IC App solely for your personal, non-commercial use.
By “content,” we mean basically everything you can see or hear on the IC App: pictures, video, audio (including any musical works included therein), articles, features, graphics, messages, posts, comments, user names, tags, files, software, interactive features and so on. There are two types of content on the IC App: what we (or our advertisers and partners) put on there, and what users like you put on there.
Our Content: Everything that we put on the IC App is owned by us or by one of our licensors or partners. It’s all protected by the copyright laws, trademark laws, and various other laws. Registering on and using the IC App does not give you ownership of any of that, in any way. We do, however, give you permission to use it on the IC App, but only while you are there and for the permitted activities you might do there, and only for your personal, non-commercial use.
So once you are registered, feel free to talk about, comment on, and interact with everything and everyone on the IC App in any appropriate way, but realize that you don’t get any rights to copy or use any content outside the IC App (except through the IC App’s officially designated “Share” buttons), and certainly not (not even when using the “Share” button) for any commercial purpose or any way that violates our or our users’ rights. As you might expect, that’s especially true for names, nicknames, numbers, likenesses, and other personal characteristics of each of our Players. Come to the IC App, talk about them, and talk with them – that’s why we’re all here – but don’t use anything you find here for anything else. In particular, you agree you won’t copy, upload, republish, broadcast, transmit, retransmit, post, create derivative works of, publicly perform, publicly display, distribute or use for any commercial purpose our name, logos, service marks or trademarks (or any colorable imitation of any of these), or the names, nicknames, images, likenesses or other attributes of Players without our prior express written permission or as expressly permitted by the features of the IC App. When we use the term “commercial,” it includes activities related to selling, renting, licensing, marketing, advertising, receiving compensation or seeking money for or exploiting any product, service or organization. We or our licensors or service providers own all design rights, databases and compilation and other intellectual property rights in and to the IC App, in each case whether registered or unregistered, and all related goodwill.
Trademarks: Our trademarks, service marks, and logos (the “IC Trademarks”) used and displayed on the IC App are our registered and unregistered trademarks. Other product and service names located on the IC App may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with IC Trademarks, the “Trademarks”). You may not remove any Trademarks identifying the ownership or origin of any of our content. All goodwill generated from the use of any IC Trademark will inure solely to our benefit. There are no implied licenses in these Terms to use the Trademarks without authorization.
User Content and What You and We Can Do With It
User Content: All content that is posted to the IC App by a user – including you (“User Content”) – is the sole responsibility of the user who originated it and/or from whose account it was posted. The User Content you post on the IC App is public, so make sure you’re comfortable with that before you post. Generally speaking we don’t own User Content, but there are a couple of exceptions and caveats:
If User Content you post includes a nickname or some other word or symbol that identifies or refers to or is connected with a Player – even if you made it up yourself – then by posting it on the IC App it automatically becomes the property of MLBPA (and to the extent you have any rights in such name, word or symbol, you automatically irrevocably, perpetually, and on a fully paid-up basis assign all such rights to MLBPA).
For everything else you might contribute to the IC App, you retain ownership of it, but you irrevocably give us (and our affiliates, representatives, sublicensees and assigns) the worldwide, unrestricted, assignable perpetual, unlimited, royalty-free, fully paid-up right and sublicensable license to use your User Content in any manner, including, by way of example and not limitation, to distribute, syndicate, license, reproduce, modify, adapt, publish, translate, publicly perform, publicly display, and create derivate works of such User Content, for any purpose and in any medium, whether now known or later developed, throughout the universe, including on a for profit basis. We don’t have to keep using or displaying your User Content on the IC App, but we can, forever. We can also do anything else with it – for example, we might develop new features on the IC App, or even develop commercial products for sale, that are based on ideas or suggestions contained in posts by you or other users, and we have no obligation to compensate you for such use or even notify you of such use. We might also highlight your User Content, change it, incorporate it into other content, use it in a contest or sweepstakes, display advertisements (including targeted ads) in connection with your User Content and to use your User Content for advertising and promotional purposes, and/or post or use it in any medium (inside and outside of the IC App), in consideration for us granting you access and use of the IC App but without any additional compensation to you.
We own all rights, title, and interests in any compilation, collective work or other derivative work created by us using or incorporating your User Content (but we do not own your original User Content). When you use a feature on the IC App that allows users to share, transform, readapt, modify, or combine User Content with other content, you grant us and our users an irrevocable, non-exclusive, royalty free, perpetual right and license throughout the universe (yeah, the International Space Station counts) to use, reproduce, modify, display, remix, perform, distribute, redistribute, adapt, promote, create derivative works, and syndicate your User Content in any medium and through any form of technology or distribution and to permit any derivative works to be licensed under these same license terms. The rights granted under this Section 11 will survive the termination of these Terms.
You represent and warrant that (A) you have the right to use, share and license to us all User Content that you post or provide on the IC App, including the right to license to us the right to use the content as contemplated in these Terms; (B) that such User Content does not and will not infringe, violate or misappropriate the rights of anyone or violate the law; (C) that the posting of your User Content on the IC App will not require us to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; and (D) the posting of your User Content on the IC App does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of your posting your User Content on the IC App. So don’t contribute any confidential, secret or proprietary content. You agree that you are solely responsible for all of your User Content, and we are not responsible for any loss, theft or damage to, or caused by, your User Content or any other User Content.
We have no obligation to preserve, review, host, display or maintain any content posted by you or any other user. In fact, we can reject or remove it from the IC App at any time, for any or no reason, and without notifying the user who posted it. We reserve the right to monitor all content posted to the IC App, and to take down anything we think should come down, with or without notice, and without any liability to you, but we don’t have to monitor content or remove any User Content except as required by law. We aren’t responsible for anything another user may post to the IC App. If you see something posted that you find improper or offensive, feel free to let us know by clicking on the three dots in the bottom right-hand corner of the specific post and then clicking on “Report Post”, but your main remedy is to stop looking at it.
All content and materials provided on the IC App are intended for general information, general discussion, education and entertainment purposes only. Do not construe that such content is either endorsed or verified by us. You rely upon any User Content at your sole risk so be careful.
The Infield Chatter Rules and Content Boundaries
The IC App offers lots things to do and lots of ways for you to interact with others. Those activities and tools are offered for your personal information and entertainment. We want to keep this site fun for all participants. Please use them only for that purpose.
Post or transmit anything that is inappropriate for a family site (“Objectionable Content”) – this includes:
obscenities, references to illegal behavior, sexually explicit, vulgar, violent or pornographic content, anything others might reasonably find to be threatening, abusive, derogatory, hateful, embarrassing, bullying, discriminatory or inflammatory
anything that is disrespectful, defamatory, or denigrating, including to (current or former) Major League baseball players, teams, coaches, fans, officials, ballparks, umpires, etc.
Post or transmit anything you don’t have the right to use – this includes:
other people’s private and confidential information, such as credit card numbers, street address, telephone number, email address, or Social Security/National Identity numbers, without their express authorization and permission
intimate photos or videos, particularly if taken or distributed without the subject’s consent. content that infringes on, invades the privacy of, or violates the rights of another anything that is false or misleading
Post or transmit ads or commercial messages (including promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other solicitation), or use the IC App to send emails or other communications to persons who have requested that you not send them communications
Make unauthorized copies or derivative works of any content made available on or through the IC App. Impersonate anyone (real or fictitious), including in a manner that does or is intended to mislead, confuse or deceive others, misrepresent your affiliation with any person or business or provide any false information to us. Create a new account with Infield Chatter, without our express written consent, if we have previously disabled an Account of yours. Solicit, or attempt to solicit, personal information from other users of Infield Chatter, Download or summarize or abstract the IC App or any of its content for use anywhere else, except through the IC App’s officially designated “Share” buttons (subject to the restrictions discussed elsewhere in these Terms). Try to hack the IC App, or access anything you are not supposed to, like other user data, for example (including data-mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute any data from the IC App, our network or databases) Post or transmit spam or anything that might overburden, restrict, disrupt, circumvent the security measures of or harm the IC App – files too large for the infrastructure to handle, viruses, Trojans, bots, adware, malware, spyware, computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any software or hardware or telecommunications equipment, and so on, Use the IC App for any unlawful purpose or in furtherance of illegal activities, Engage in targeted abuse, stalking or harassment
Violate any local, state, national, or international law or regulation, or disobey any requirements, procedures, policies, or regulations of networks connected to the IC App or
Assist or cause others to do or say anything that you are prohibited from doing or saying under these rules.
You agree not to use the IC App to do any of the conduct listed in the above bullets. If you do any of these things, or if you do anything else that we think interferes with the ability of other people to enjoy the IC App, we have the right to bar you from the IC App and take any other action we believe is appropriate. International users must comply with all local laws regarding online conduct and acceptable content.
The IC App may contain links and pointers to other internet sites and resources, like people who sell tickets or merchandise or offer contests, games or sweepstakes, or just other informational sites (collectively, “External Sites”). These are provided for your convenience, and we don’t necessarily endorse them or guarantee their availability, accuracy, legality, performance or safety. If you choose to follow any links to External Sites, then you proceed at your own risk. Such External Sites are not endorsed, sponsored, administered or operated by us, and you agree that we will not be liable for, and you (or anyone on your behalf) will not assert any claims, demands, causes of action, losses, liabilities, damages or judgments against us arising out of or in connection with the External Sites, including any promotion, advertisement, operation, entries or prizes in connection therewith.
You’ll have the ability to share links to IC App content. Links should never be re-labeled or edited, for example, so as to suggest any sponsorship or affiliation between you and us, nor should any accompanying material make any such suggestion. We have the right at any time and for any reason to require that any link to the IC App be modified or removed.
While we are continually working to develop and evaluate our own product ideas and features, we know we don’t have all the answers. We therefore welcome your feedback, comments and suggestions. If you choose to contribute by sending us, our employees or our partners any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:
We have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
You irrevocably grant us perpetual and unlimited permission to use the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
Votes; Contests; Sweepstakes
You may have opportunities to vote or enter contests and sweepstakes on the IC App. You may also have opportunities to enter giveaways on the IC App. By participating in any of these, you agree to the terms set forth at www.infield chatter.com/contest-rules, as well as any other terms and conditions we may post with respect to such contest or sweepstakes. In addition, we may conduct programs that do not require sign-up or registration, in which we provide you with a gift or giveaway, for example, as a “thank you” for a post, and/or feature or highlight your post or User Content. You agree that we may conduct these programs and use your User Content and/or posts for them as provided for in these Terms.
Limitation of Warranties and Remedies
THE FOLLOWING TERMS IN THIS SECTION 16 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
We want the IC App to be an entertaining and valuable place, but we provide it “as is.” That means that we make no promises that the IC App is accurate, complete, reliable, current, secure or error-free; that it will operate or be accessible without interruption; or that the IC App will be free from viruses or other harmful components. We also do not verify, endorse or undertake to exert editorial control over anything posted by other users. It is your responsibility, and not ours, to review the information on the IC App, determine its completeness, effectiveness, accuracy and suitability for your use and pay for any damage resulting from such use. You use the IC App at your own risk.
YOU ACKNOWLEDGE AND AGREE THAT: (A) YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE IC APP IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ALL USE OF THE IC APP; (B) THE IC APP AND OUR CONTENT IS PROVIDED "AS IS," YOUR USE AND/OR RELIANCE ON THE IC APP AND/OR ANY OF ITS CONTENT AND/OR DATA ARE SOLELY AT YOUR OWN RISK AND YOU WILL SOLELY BE RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM; AND (C) WE AND OUR RESPECTIVE AFFILIATES, MEMBERS, TRUSTEES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (collectively, and together with us, the “IC Parties”) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, TO THE FULLEST EXTENT UNDER THE LAW, (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE IC APP). THE IC PARTIES DO NOT WARRANT THAT THE IC APP WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS IN THE IC APP OR CONTENT, INCLUDING USER CONTENT, WILL BE CORRECT OR CORRECTED, OR THAT THE DATA, INFORMATION AND/OR CONTENT (INCLUDING THE ACCURACY OR RELIABILITY THEREOF) OBTAINED ON OR THROUGH THE IC APP IS APPROPRIATE FOR ANY PURPOSE. NO STATEMENTS MADE BY ANY OF THE IC PARTIES TO YOU, OR OTHERWISE OBTAINED THROUGH THE IC APP WILL CHANGE THIS DISCLAIMER OR CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
IN NO EVENT WILL ANY OF THE IC PARTIES BE LIABLE (UNDER ANY THEORY OF LIABILITY) FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL (INCLUDING DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, AND EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO USE OF, ACCESS TO, RELIANCE UPON, CONTENT OF, SECURITY OF, OR INABILITY TO USE THE IC APP OR ANY PART OF IT. WITHOUT LIMITING ANY OF THE FOREGOING, YOU AGREE THAT NONE OF THE IC PARTIES SHALL BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY (1) SHOULD WE MODIFY OR DISCONTINUE THE IC APP; (2) FOR REMOVING YOUR USER CONTENT OR ANY OTHER CONTENT (AT ANY TIME) OR SUSPENDING, LIMITING, REFUSING OR TERMINATING YOUR ACCESS TO THE IC APP (OR ANY CONTENT OR OTHER PORTION THEREOF); (3) FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD; AND (4) FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY OTHER WEB SITE OR INTERNET RESOURCE, INCLUDING THROUGH LINKS FOUND ON THE IC APP.
IN ANY CASE, OUR MAXIMUM LIABILITY FOR ANY CLAIM YOU MAY HAVE AGAINST ANY OF THE IC PARTIES ARISING OUT OF OR IN CONNECTION WITH THE IC APP OR USE THEREOF IS U.S. $100 OR THE MINIMUM PERMITTED BY LAW.
Indemnification by You
To the fullest extent permitted by law, you agree to indemnify, defend and hold the IC Parties harmless from and against all claims, actions, liabilities, damages and expenses (including court costs, legal fees, and amounts paid in settlement) arising out of or relating to: (A) your use of the IC App (including any third party claim that any of the User Content posted by you or your account infringes any third party proprietary right); and/or (B) any actual or alleged violation of these Terms by you. You will cooperate as fully as reasonably required in the defense of any such claim or action; however, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you (in which case, you agree to cooperate with our defense). You are solely responsible and liable for: (i) any breach of your representations, warranties, covenants or obligations under these Terms and for the consequences of such breach, including any resulting loss or damage incurred by us or third parties; (ii) all activities that occur under your registration or account to the IC App; and (iii) any actions and omissions by any of your personnel and/or other persons and entities under your control or supervision.
How Disputes Are Resolved and What Law Applies
When you accept these Terms, you and we are entering into a binding contract. That contract and our relationship with one another arising from your use of the IC App will be governed by the laws of the State of New York applicable to contracts entered into and performed exclusively in that State.
If you and we have any sort of legal dispute or claim arising out of or relating to your use of the IC App, and it can’t be resolved by friendly discussion, then you agree that it will be submitted to final and binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the IC App, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
Exceptions: Notwithstanding the language above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) bring an individual action in small claims court; (B) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (C) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (D) to file suit in a court of law to address an intellectual property infringement claim.
Arbitration Rules: Arbitration under these Terms will be conducted in New York City, under the Commercial Arbitration Rules then in effect of the American Arbitration Association, by a single arbitrator selected under such rules. The arbitrator will have full power to subpoena and to fashion appropriate remedies, including to grant equitable, injunctive and/or declaratory relief. Neither punitive damages nor trebled or otherwise escalated damages shall be awarded. Judgment upon the award rendered in any arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement thereof as the law of such jurisdiction may require or allow. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
Notice; Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Our address for Notice is: 405 Lexington Avenue, 32nd Floor, New York, NY 10174, Attn: Scott Booth. The Notice must: (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by us prior to selection of an arbitrator, we will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by us in settlement of the dispute prior to the arbitrator’s award; or (iii) $15,000.
Fees: If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (A) solely on the basis of documents submitted to the arbitrator; (B) through a non-appearance based telephone hearing; or (C) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this subsection is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void.
Modifications to this Arbitration Provision: Except as otherwise provided in these Terms, if we make any future change to this arbitration provision, other than a change to our address for Notice, then you may reject the change by sending us written notice within 30 days of the change to our address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and us.
You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to the IC App or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If disputes arise between you and anyone other than us (including other users), we have no obligation to participate or assist either party.
Notice and Procedure for Making Claims of Infringement
We respect the intellectual property rights of others. Accordingly, we have a policy of removing user content that violates copyright law, suspending access to the IC App (or any portion thereof) by any user who uses the IC App in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the IC App in violation of copyright law. These policies may apply to other forms of infringement. If you believe a user of the IC App is infringing your copyright, trademark or other intellectual property right, please provide written notice to our agent. Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2), we have designated Honeycommb to the U.S. Copyright Office as the agent to receive notifications of claimed infringement relating to this IC App (the “Designated Agent”). All such notifications relating to this IC App must be a written communication and must include the following information:
A 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 work claimed to have been infringed, or, if multiple 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 us to locate the material.
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and/or electronic mail address.
A statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Claims of infringement which include the above required information must be submitted to the Designated Agent as follows:
Places App, Inc
U.S. Mail: 405 Lexington Avenue, 32nd Floor, New York, NY 10174
Upon receiving a proper notification of copyright infringement as described above, we or Honeycommb will remove or disable access to the allegedly-infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the counter-notification procedure, as described in, and required by, the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512. If we receive a valid counter-notification, we will restore the removed or disabled material after ten (10), but no later than fourteen (14), business days from the date on which we receive the counter-notification, unless our Copyright Agent first receives notice from you, as the party filing the original notification of copyright infringement, informing us that you have filed a court action to restrain infringement of the material in question. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. We may also terminate the accounts of users at any time, without notice and without liability to you, in our sole discretion, including for violations of these Terms.
You agree to transact with us electronically. Your affirmative act of registering, using or logging into the IC App constitutes your acceptance signature to these Terms. AT OUR DISCRETION, WE MAY PROVIDE NOTICES TO YOU ELECTRONICALLY (A) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (B) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the IC App.
We may offer additional software applications to help you gain access to the IC App. In such circumstances, we will grant you a personal, non-exclusive, non-transferable, limited license to install such software applications solely on the devices you will use to access the IC App. You agree that we may provide you from time to time with automatic upgrades of these applications, which you will accept for installation. Please note that certain retail application stores that offer our applications may have separate sales terms that will be binding on you if you elect to download our applications from such merchants. Our software is offered solely to individuals for personal, non-commercial use. Users acquire the software with only those rights set forth herein. Your use of the software must comply with all applicable laws and regulations of the United States and any other applicable jurisdictions.
You may not copy, make derivate works, resell, distribute, or make any commercial use of (other than to keep and share information for your own non-commercial purposes) any content, materials, or databases from our network or systems. You may not sell, sublicense or redistribute our software applications or incorporate them (or any portion of them) into another product. You may not reverse engineer, decompile or disassemble the software or otherwise attempt to derive the source code (except where expressly permitted by law) or the communications protocol for accessing the IC App or out networks. You may not modify, adapt or create derivative works from the software or remove proprietary notices in the software.
Term and Termination
As between you and us, the term of these Terms commences as of your first access or use of the IC App and continues until the termination of the Terms by either you or us. Any rights and obligations created by these Terms and which by necessary implication continue after expiration or termination, including any provisions relating to ownership and/or your licensing to us of intellectual or other property, representations, warranties, limitations of liability, disclaimers, indemnification, dispute resolution, governing law, venue, jurisdiction, or any prohibitions or restrictions respecting any access to, use of, or other activities concerning the services or content, will survive any termination or cancellation of these Terms, the IC App or your registration. If any portion of any term in these Terms is declared unlawful, void or for any reason unenforceable by any court or arbitration panel, then all other terms will remain in effect and you agree that the court or arbitrator should endeavor to give effect to the intentions of us and you as reflected in these Terms; but, if such endeavor is impossible, then such portion will be deemed severable from the remaining term(s) and will not affect the validity and enforceability of such remaining terms.
The section headings in these Terms are for convenience only and must not be given any legal import. The waiver of any provision of the Agreement shall not be considered a waiver of any other provision or of our right to require strict observance of each of the terms, and our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of Infield Chatter. A printed version of these Terms and of any notice given in electronic form shall be admissible in any and all judicial or administrative proceedings relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted in these Terms are reserved to us. You agree that we may assign or sublicense any of our rights, and/or transfer, subcontract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign them to any third party. For purposes of these Terms: (A) if you are accessing the IC App as an employee or representative of a company or organization, these Terms are binding upon both you individually and that company or organization, and references to “you” shall apply to you individually and such company or organization; (B) any form of the word “include” shall be considered to be followed by the words “without limitation”; and (C) whenever you are restricted from taking any action hereunder, you are also restricted from directly or indirectly authorizing, permitting or cooperating with a third party or affiliate to take such action. These Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the IC App, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. You also agree to abide by the terms of any agreement to which you agree when downloading any software that we make available through the IC App and/or when using particular elements of the IC App (e.g., terms specific to a provider or relating to payment).
NOTICE REGARDING APPLE. You acknowledge that these Terms are between you and us only, not with Apple, and Apple is not responsible for the IC App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the IC App. In the event of any failure of the IC App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant IC App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the IC App. Apple is not responsible for addressing any claims by you or any third party relating to the IC App or your possession and/or use of the IC App, including, but not limited to: (A) product liability claims; (B) any claim that the IC App fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the IC App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the IC App. 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 of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If we provide a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.