Terms of use

Last Updated: 3/29/19

Please read the Terms of Use carefully. Your use of the Property (as defined below) constitutes your agreement to the Terms of Use; if you do not agree, do not use the Property.

The following are the terms and conditions ("Terms of Use") of your use of our (as defined below) websites including, without limitation, http://ar.pharos.earth, web properties (e.g., widgets and applications), mobile applications, including, without limitation “PHAROS AR” ("Mobile Apps") and services related to Donald Glover p/k/a "Childish Gambino" ("Artist") including music, software, images, forums, games, text, data, applications, and other content (collectively, "Services") (each individually referred to as a "Property" and collectively the "Properties"). The Properties are owned and/or operated by Artist and Proverse, ("us" "we" "our"). Your use of the Property is governed by these Terms of Use (this "Agreement") regardless of how you access the Property (including through the Internet, through Wireless Access Protocol (commonly referred to as "WAP"), through a mobile network, in person or otherwise). This Agreement is between you and us (and where noted, sometimes a third party). PLEASE NOTE: The Property may include or be used in connection with certain Third Party Applications (as defined in Section 14 below). Your access to or use of such Third Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement and that are made available by the particular providers of such Third Party Applications.

1. Acceptance of terms.

By using the Property, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on the Property. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Property. You can determine when we last changed this Agreement by referring to the "LAST UPDATED" legend above. Your use of the Property following changes to this Agreement will constitute your acceptance of those changes. If you are using the Properties on behalf of an entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf and that such entity agrees to be responsible to us if you, such entity or any other person associated with such entity (e.g., entity employees or contractors) violates these Terms of Use. We may, at any time, modify or discontinue all or part of the Property; charge, modify or waive fees required to use the Property; or offer opportunities to some or all Property users. You must meet the age requirements of the particular Properties. With respect to the Mobile Apps, you must be an individual at least 13 years old, and must not have previously been removed or suspended from the Properties for any reason. By using the Services, you represent that (i) you are at least 13 years old in the case of the Mobile Apps, and at least the required age for any other Properties, and in any case that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Use, and (ii) have not previously been removed or suspended from the Properties. Further, by using or registering for the Properties, you agree to abide by and comply with these Terms of Use, and you acknowledge that you are accepting the benefit of the Properties, subject to these Terms of Use.

2. Jurisdiction.

The Property is controlled and/or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Property may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Property, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Property's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

3. Information You Submit.

Your submission of information through the Property is governed by our Privacy Policy, which is located at http://ar.pharos.earth (the "Privacy Policy") and is incorporated into this Agreement. Further, to the extent that you submit any personally identifiable information to any third party (for example, a Provider (as defined in Section 5(b) below)) in connection with the Property (for example, via a Third Party Application, as defined in Section 14 below), such third party's collection, use and disclosure of such information may be governed by its own privacy policy, and not by our Privacy Policy. In any event, we are not responsible for the information collection, usage and disclosure practices of third parties.

4. Rules of Conduct.

In using the Property, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the following "Rules of Conduct" as updated from time to time by us. You will not: (a) Post, transmit, or otherwise make available, through or in connection with the Property: (i) Anything that is or may be threatening, harassing, degrading, hateful or intimidating; defamatory; fraudulent or tortious; obscene, indecent, pornographic or otherwise objectionable; or protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right; (ii) Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking" or "phreaking"; (iii) Any virus, worm, Trojan horse, time bomb, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; (iv) Any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation; or (v) Any material non-public information about a company without the proper authorization to do so; (b) Use the Property for any fraudulent or unlawful purpose; (c) Use the Property to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Property; (d) Impersonate any person or entity, including any of our (or our affiliates') representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make; (e) Interfere with or disrupt the operation of the Property or the servers or networks used to make the Property available; or violate any requirements, procedures, policies or regulations of such networks; (f) Restrict or inhibit any other person from using the Property (including by hacking or defacing any portion of the Property); (g) Use the Property to advertise or offer to sell or buy any goods or services without our express prior written consent; (h) Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Property; (i) Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Property; (j) Remove any copyright, trademark or other proprietary rights notice from the Property or materials originating from the Property; (k) Frame or mirror any part of the Property without our express prior written consent; (l) Create a database by systematically downloading and storing all or any Property content; or (m) Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Property, without our express prior, written consent. We may terminate your use of the Property for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct.

5. Submissions

a. Generally.

The Property may now, or in the future, allow you to link your account(s) on the Services to your accounts on third party services such as social networking sites, including, without limitation, Facebook, Instagram, Twitter, Pinterest, Tik Tok, and Snapchat, (“Linked Accounts”) or contain areas where you can post information and materials, including, without limitation, communications, text, images, photographs, stills, graphics, music, videos, footage, audiovisual works, data, files, links, comments, ideas, concepts, reviews, techniques, content, and other materials to third party sites, services or properties, including, without limitation, social networking sites (each, a "Submission"). If you link your account on the Properties to a Linked Account, you are authorizing us to store and use your access credentials to access your Linked Account on your behalf as your agent to integrate your experience with the Properties with content, information, and features available through such Linked Account. Linking, accessing or using a third party service through the Properties in this manner may be subject to additional terms established by the applicable third party, and it is your sole responsibility to comply with such third party terms. For purposes of clarity, as between you and us, you retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement (including the license grant in Section 5(b) below).

b. License Grant

For each Submission that you post, you hereby grant to us, Artist and all of our and Artist's affiliated entities, successors, assigns, agents and companies (collectively, including, without limitation, Artist, our "Affiliates") a worldwide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use such Submission, in any format or media now known or hereafter developed, on or in connection with the Property or any of our (or our Affiliates') similar services or products (e.g., any web sites, and any desktop, mobile or other applications, widgets or APIs) (such services or products, collectively, the "Property-Related Services"); (ii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iii) use your name, photograph, portrait, picture, voice, likeness and biographical information as provided by you in connection with your Submission or as embodied in any Third Party Content for any promotional purposes related to the Property or the Property-Related Services, in each case, in connection with your Submission; and (iv) use your Submission (including the contents thereof) for any promotional or other business purposes related to the Property, the Property-Related Services, and the artist professionally known as Childish Gambino. For the purpose of clarification, nothing in this Agreement shall be deemed to authorize you to incorporate into any Submission any content or material owned by us, our Affiliates, directors, officers, employees, agents and representatives ("Representatives") and licensors and service providers (collectively, "Providers"). IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 5, PLEASE DO NOT POST ANY SUBMISSIONS ON OR FROM THE PROPERTY.

c. Disclaimers.

We, our Affiliates and our respective Representatives and Providers do not endorse and are not responsible for any information or materials made available through the Property or your use of such information or materials. All Submissions will be deemed to be non-confidential and may be used by us (i) without any confidentiality or other non-disclosure obligations and (ii) without attribution to you or any third party. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any Submissions that may be posted on or from the Property or the amount of storage space available for Submissions.

d. Acknowledgement.

You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, including, without limitation, the ability to participate in activities on the Property and the possibility that publicity or favorable exposure may arise from our or our Affiliates' use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or our Affiliates or any other party (including, without limitation, our or our Affiliates' Representatives and Providers) pursuant to the rights in such Submission that have been granted hereunder and/or that are available under applicable law.

e. Representations and Warranties.

You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual's name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by the Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iv) any Submission that you post, and the use thereof by us, our Affiliates, and our and their respective designees (including, without limitation, our and their respective Representatives and Providers), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (v) any Submission that you post is not confidential and does not contain any confidential information; and (vi) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including, without limitation, our Rules of Conduct), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual's name or address) within such Submission.

f. Waiver; Further Assurances; Indemnity.

To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us our Affiliates and our and their respective Representatives and Providers from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against us, our Affiliates and our and their respective Representatives and Providers with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements and expenses (including, without limitation, reasonable attorneys' fees) that relate in any way to this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including, without limitation, any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern "moral rights" or "droit moral," or similar rights, in connection with any Submission that you post (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and our Affiliates to obtain the full benefits of this Agreement and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement. Without limiting any other provision herein, you agree to indemnify us, our Affiliates, and our and their respective Representatives and Providers as further set forth herein, including in Section 19 below.

g. No Obligation to Use.

For the purpose of clarification, it shall be in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to use or otherwise exploit any Submission.

6. Beta Tests.

We may offer you early access to certain pre-release mobile application software ("Beta Software") in order to allow you to test and provide feedback on Beta Software as part of our beta testing program (“Beta Program”). You acknowledge that any product features or content, documentation, promotional materials and/or any other information that we may provide to you in connection with the Beta Program ("Test Materials"), the Beta Software, as well as everything related to the Beta Program is our exclusive property, is confidential, and should be treated as confidential until such time as we release it to the general public. If we offer you access to the Beta Software, then, subject to your compliance with these Terms, we grant you a personal, non-exclusive, non-transferable, revocable, limited license to use the Beta Software solely for the purposes of testing and providing feedback on the Beta Software as part of the Beta Program. Without limiting the foregoing and except as prohibited under applicable law, the following are prohibited and you may not: (a) copy, modify, or create derivative works based on the Beta Software; (b) give or sell the Beta Software to anyone; (c) reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code of the Beta Software; (d) install the Beta Software on systems you don’t directly control or that you share with others; (e) discuss the Beta Software with or demonstrate it to anyone except us; (f) blog, tweet, or otherwise publicly post information about the Beta Software; (g) take screenshots, photos, videos, or audio recordings of the Beta Software unless we have allowed you to do so in writing; or (h) make Beta Feedback (as defined below) available to any third party, unless approved by us in writing and in advance. Be careful when using the Beta Software in public. Do not allow anyone to see, hear, film, or photograph the Beta Software. Please notify us promptly of any unauthorized access or of any suspected breach of your account’s security. We may collect your comments, suggestions, and feedback on the Software, and may also track your use of the Beta Software through analytic tools, in accordance with our Privacy Policy. All such comments, suggestions, feedback, and analytic data (collectively, the "Beta Feedback") is our exclusive property. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and us, and you will not be compensated for your participation or any Beta Feedback. Unless prohibited by applicable law, all Test Materials are provided to you "as is" without any explicit or implicit warranty of any kind. You understand that the Beta Software is in development and may contain errors, bugs, and other problems that could cause loss of data and/or system failure. You should install the Beta Software on non-production devices that are not business critical and have been backed up. To the extent permitted under applicable law, we are not liable in any way for any damages you might incur as a result of your participation in the Beta Program. You agree that any breach of your confidentiality obligation will result in irreparable harm to us, the extent of which would be difficult to ascertain, and that monetary damages will not be an adequate remedy. Accordingly, you agree that in the event you breach your confidentiality obligation, we will be entitled to injunctive or other equitable relief as the court deems appropriate, in addition to any other remedies which it may have available.

7. Unsolicited Submissions.

Notwithstanding anything to the contrary in this Agreement, we and our Affiliates do not accept, invite or consider unsolicited submissions of ideas, proposals or suggestions ("Unsolicited Submissions"), whether related to the Property, our Products (as defined below) or otherwise. We do not treat Unsolicited Submissions as confidential, and any Unsolicited Submission will become our or our Affiliates' sole property. We and our Affiliates have no obligations with respect to Unsolicited Submissions and may use them for any purpose whatsoever without compensation to you or any other person.

8. Monitoring.

We may, but have no obligation to: (a) monitor, evaluate or alter Submissions before or after they appear on the Property; (b) seek to verify that all rights, consents, releases and permissions in or relating to such Submission have been obtained by you in accordance with your representations above; (c) refuse, reject or remove any Submission at any time or for any reason (including, without limitation, if we determine, in our sole discretion, that all rights, consents, releases and permissions have not been obtained by you despite your representations above). You agree to cooperate with us in our verification or inquiries related to the foregoing. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose, and in accordance with our Privacy Policy. If you become aware of any unlawful, offensive or objectionable material(s) on the Property (except for material that infringes copyright, which is addressed in Section 24 below), contact us at appsupport@proverse.co with your name and address, a description of the material(s) at issue and the URL or location of such materials.

9. Products

All rights in any products available through the Property, such as music, ring tones, ring back tones, SMS tones, images (e.g., screen savers), visual interfaces, graphics, design, compilation, information, computer code, video, artwork, text, software (including any downloadable software) and other copyrightable materials (collectively, the "Products") and the Properties themselves, are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws, and are owned by us, our Affiliates and/or our (or their) licensors. Subject to your compliance with the terms and conditions of this Agreement and any other applicable terms and conditions imposed by us, our Affiliates and/or our licensors, you have a limited right to use those Products that you access through the Property solely for your personal, noncommercial use in accordance with the terms and conditions of this Agreement and any other terms and conditions that may apply to such Products, which right you cannot sublicense to others. Any burning or exporting capabilities, if any, of any Product shall not constitute a grant or waiver of any of our rights or those of any copyright or other rights owners in such Product, any other Product or any content, sound recording, underlying musical composition, artwork or other copyrightable matter embodied in or associated with such Product or any other Product. You understand that the Property and the Products may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, our Affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set forth below. Unless we expressly provide otherwise, all Transactions, all Products and your use of such Products are subject to this Agreement.

10. Usage Restrictions for Products.

All Products you obtain or access on or through the Property are solely for your personal, non-commercial use. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Products or any related software. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any Products or any copyright protection or use limitation systems associated with the Products. You may not play and then re-digitize any Products, or upload any Products or derivatives thereof to the Internet. Unless expressly permitted by us (e.g., a "Create Your Own Video" contest offered on the Property), you may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products (e.g., to provide sound for video). You may not transfer, sell or offer to sell the Products, including, without limitation, posting any Product for auction on any Internet auction site or "trading" the Products for money, goods or services. You are not granted any commercial sale, resale, reproduction, distribution or promotional use rights in connection with Products.

11. Product Requirements; Compatibility.

You acknowledge that use of our Products requires other hardware and software tools (e.g., in the case of full permanent audio downloads, for making copies of Products on physical media and rendering performance of Products on authorized digital player devices), and that such hardware and software, including, without limitation, all charges therefor, are your sole responsibility. To the extent permissible under applicable law, we, our Affiliates and our (and their) Representatives or Providers shall not be responsible or liable for the loss or damage of any Product. Except to the extent prohibited by applicable law, we reserve the right to change at any time, with or without prior notice to you, the software or hardware required to download, transfer, copy and/or use or limit the use of any Products.

12. Rules for Promotions.

Any sweepstakes, contests, raffles or other promotions (collectively, "Promotions") made available through the Property may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will apply.

13. Our Proprietary Rights.

We, our Affiliates and our respective licensors and suppliers own the information and materials made available through the Property. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Property or any information or materials made available through the Property.

We, our Affiliates and/or our respective licensors or suppliers own the trade names, trademarks and service marks on the Property, including without limitation "Childish Gambino". All trademarks and service marks on the Property not owned by us or our Affiliates are the property of their respective owners. You may not use our trade names, trademarks and service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Property should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.

PLEASE NOTE THAT UNAUTHORIZED USE OF ANY PROPERTY, SERVICE OR PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE USED BY THE SERVICES, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, (INCLUDING, WITHOUT LIMITATION, POSSIBLE MONETARY DAMAGES), INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

14. Third Party Applications.

The Property may include third party software applications and services (or links thereto) that are made available by our Providers ("Third Party Applications"). Because we do not control Third Party Applications, you agree that neither we nor our Affiliates, nor our respective Representatives, are responsible or liable for any Third Party Applications, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Applications or their use. We have no obligation to monitor Third Party Applications, and we may remove or restrict access to any Third Party Applications (in whole or part) from the Property at any time. The availability of Third Party Applications on the Property does not imply our endorsement of, or our affiliation with any Provider of, such Third Party Applications. Further, your use of Third Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by Providers themselves in connection with Third Party Applications). This Agreement does not create any legal relationship between you and Providers with respect to Third Party Applications, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Representatives or Providers, with respect to any Third Party Application.

15. Third Party Content.

The Property may incorporate certain functionality that allows, via the system or network of which the Property is a component, the routing and transmission of, and online access to, certain digital communications and content made available by third parties ("Third Party Content"). By using such Property functionality, you acknowledge and agree that you are directing us to access and transmit to you Third Party Content associated with such functionality. Because we do not control Third Party Content, you agree that we are neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the Property at any time. Your access to or receipt of Third Party Content via the Property does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). This Agreement does not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Representatives or Providers, with respect to any Third Party Content. You acknowledge and agree that Third Party Content may include your name, photograph, portrait, picture, voice, likeness and biographical information and we shall have the right to use such Third Party Content for any promotional purposes related to the Property or the Property-Related Services.

16. Links and Feeds.

The Property may provide links to or feeds from other web sites and online resources. We and our Affiliates are not responsible for and do not endorse such external sites or resources. Other sites may link to the Property with or without our authorization, and we may block any links to or from the Property. YOUR ACCESS TO AND USE OF THIRD PARTY WEB SITES, CONTENT AND RESOURCES IS AT YOUR OWN RISK.

17. Limitations of Liability and Disclaimers.

THE PROPERTY AND ALL GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE PROPERTY ARE PROVIDED TO YOU "AS IS" WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE PROPERTY AND ALL GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE PROPERTY, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. (CERTAIN PROVIDERS MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR THIRD PARTY APPLICATIONS; PLEASE CHECK WITH SUCH PROVIDERS FOR FURTHER INFORMATION.) WE MAKE NO REPRESENTATION OR WARRANTY THAT THE PROPERTY (OR ANY PART THEREOF), OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PROPERTY IS OR WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM USING THE PROPERTY OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PROPERTY WILL FUNCTION IN ANY MANNER. YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE OR SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO USE THE PROPERTY AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, EQUIPMENT, DEVICES, SYSTEMS OR SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE PROPERTY AND ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PROPERTY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE PROPERTY, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PROPERTY.

WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE PROPERTY, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS OR THIRD PARTY CONTENT), OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE PROPERTY OR FROM ANY THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION OR MATERIALS ON THE PROPERTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PROPERTY IS TO STOP USING THE PROPERTY. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US TO ACCESS AND USE THE PROPERTY.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

While we try to maintain the security of the Property, we do not guarantee that the Property or any Third Party Applications will be secure or that any use of the Property or any Third Party Applications will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Property or any Third Party Applications. If you become aware of any unauthorized third party alterations to the Property, contact us at appsupport@proverse.co with a description of the material(s) at issue and the URL or location of such materials.

18. Indemnity

Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless us, our Affiliates and our and their respective Representatives and Providers, from and against all claims, losses, costs and expenses (including attorney's fees) arising out of: (a) your use of, or activities in connection with, the Property; (b) any violation of this Agreement by you; (c) any use or other exploitation, or failure or omission to use or otherwise exploit, any Submission (including any portion thereof) that you post; or (d) any claim that your Submission or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or violation of rights related to the foregoing.

19. Termination.

This Agreement is effective until terminated. We may, at any time and for any reason, terminate your access to or use of: (a) the Property, or (b) any files or information associated with the Property. If we terminate your access to the Property, you will not have the right to bring claims against us, our Affiliates or our respective Representatives and Providers with respect to such termination. We and our Affiliates and our respective Representatives and Providers, shall not be liable for any termination of your access to the Property or to any such information or files, and shall not be required to make such information or files available to you after any such termination. We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of the Property, any Products or any third party claim that your use of the Property or Products is unlawful or infringes such third party's rights). Sections 2, 5-9, 13-20, 22-24 and 26 shall survive any expiration or termination of this Agreement.

20. Governing Law; Compliance with Applicable Laws including Export Control Laws; Dispute Resolution.

You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Property) is governed by and shall be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in Los Angeles, California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections thereto.

Your access to Property is governed by all applicable federal, state and local laws. All information available on Property is subject to U.S. export control laws and may also be subject to the laws of the country where you reside.

You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. You agree that any unauthorized use of the Property, the Products or any related software or materials, or any Third Party Applications, would result in irreparable injury to us, our Affiliates or our respective Representatives and Providers for which money damages would be inadequate, and in such event we, our Affiliates or our respective Representatives and Providers, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that we, our Affiliates or our respective Representatives and Providers may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.

21. Filtering.

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at: http://kids.getnetwise.org/ and http://onguardonline.gov/. Please note that we do not endorse any of the products or services listed at these sites.

22. Information or Complaints.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice. If you have a question or complaint regarding the Property, please feel free to contact us via e-mail at appsupport@proverse.co. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us. You may also contact us by phone at (310) 444-9044 or by writing to us at: Proverse, 10960 Wilshire Blvd., #1900, Los Angeles, CA 90024 Attn: Privacy Information with a required copy to Proverse c/o Nixon Peabody LLP, 300 South Grand, Suite 4100, Los Angeles, CA 90071 (Attn: Ellie L. Altshuler, Esq.). California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

23. Forward-Looking Statements.

Statements appearing on the Property that concern us, our Affiliates or our and their management and that are not historical facts are "Forward-Looking Statements." Forward-Looking Statements are only predictions, and actual future events may differ materially from those discussed in any Forward-Looking Statement. Various external factors and risks affect our operations, markets, products, services and prices. We disclaim any obligation or responsibility to update, revise or supplement any Forward-Looking Statement or any other statements appearing on the Property.

24. Claims of Copyright Infringement.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Property infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or disable access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. Notices and counter-notices should be sent to: Nixon Peabody LLP, 300 South Grand Avenue, Suite 4100, Los Angeles, California 90071, Attn: Ellie L. Altshuler, Esq. and via Email: ealtshuler@nixonpeabody.com. We suggest that you consult your legal advisor before filing a notice or counter-notice.

25. Ability to Enter Into This Agreement.

By using the Property, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

26. Contact Us.

If you have any questions regarding the meaning or application of this Agreement, please direct such questions to appsupport@proverse.co. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us.

27. Miscellaneous.

This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement hereby incorporates by this reference any additional terms that we post on the Property (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Property, by e-mail or by regular mail, in our discretion. We may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. Except as expressly set forth in the following sentence, nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations or liabilities. Notwithstanding the previous sentence, you agree that our Affiliates and our and their respective Representatives and those Providers who are content owners and service providers from whom we have obtained a license or other rights to use their content and services, as applicable, in connection with the Property) are third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly apply to such parties. Notwithstanding the immediately preceding sentence, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.