STICKYBITS WEBSITE AND APPLICATION TERMS OF SERVICE
Last Updated Date: November 11, 2010
Stickybits, Inc. ("stickybits") sells unique bar-coded stickers that can be attached to physical objects and then recognized, read, and written to (the "Services") by any smart phone running the stickybits mobile device application (the "Application"). Aspects of the Services are also available through our website, accessible at http://www.stickybits.com (the "Site").
Please read carefully the following terms and conditions ("Terms") before downloading, installing or using the Services, Application or Site. These Terms govern your- and our- obligations and restrictions concerning your access to and use of the Site, the Application and the Services and, except as otherwise provided in these Terms, all text, graphics, images, music, software, audio, video, information or other materials available through the Site and Services ("Content"). These Terms constitute a binding legal agreement between you and stickybits.
In these Terms of Use, "you," "your" or "User" means any person or entity using the Site, Application or the Services. Unless otherwise stated, "stickybits," "we" or "our" will refer to stickybits, Inc.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, THE APPLICATION OR THE SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS, DOWNLOAD OR USE THE SITE, THE APPLICATION, SERVICES OR CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Modification of the Service or these Terms
Stickybits reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services at any time and without prior notice; or to modify these Terms with notice to you on the Site or through the Service. We are under no obligation to provide the service continuously or at all. We will provide the then-current version of these Terms at a link on the home page of the Site and in the Application and will update the "Last Updated Date" shown proximate to that link. By continuing to access or use the Site, Application or the Services after we have posted notice and a modification on the Site or through the Application, you are indicating that you agree to be bound by the modified Terms.
Eligibility
The Site, Application and Services are intended solely for persons who are 13 or older. Any access to or use of the Site, Application or Services by anyone under 13 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 13 or older.
Account Registration
You can use basic components of the Service without registering but, in order to access certain features of the Site, Application and Services, and to post any Content on the Site or through the Application or Services, you must register to create an account ("Account") and become a member ("Member.") During the registration process, you will be required to provide certain information such as your email address and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Stickybits reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify stickybits of any unauthorized use of your Account.
Payment Terms
As part of the functionality of the Site, Application and Services, you may purchase third party items through the Site, Application and Services. If you choose to make a purchase, Stickybits will collect your credit card information, billing address and shipping address on behalf of the applicable third party and you authorize us to charge your credit card for any such purchases. Stickybits will process the charge for your purchase and will remit the funds to the third party along with your shipping address. Such third party is solely responsible for the shipping and delivery of your item and stickybits has no responsibility to you in this regard. You agree that you are responsible for and that you will pay the applicable purchase price and any taxes and other fees that may accrue in relation to your purchase through the Site, Application and Services, if any. All purchases are non-refundable unless otherwise indicated to you by the third party selling the item in question. All fees and applicable taxes, if any, are payable in United States dollars.
If you choose to purchase an item from a third party through the Site, Application and Services, such item must be returned to the applicable third party in accordance with that third party's own returns policy. Items purchased through the Site, Application and Services cannot be returned to Stickybits. If you have any questions regarding a return or refund or relating to your purchase of an item, please contact the third party directly.
Ownership
The Site, Application, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, stickybits-and in some cases its licensors-exclusively owns all right, title and interest in and to the Site, Application, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application Services or Content.
Application License; Services
Conditioned upon your compliance with the terms and conditions of this Agreement, stickybits grants you a non-exclusive and non-transferable license for a single user to Execute (as defined in this section) the executable form of the Application on a single mobile device, solely for your Permitted Purposes (as defined below). Stickybits reserves all rights in the Application not expressly granted to you in this Agreement. In addition, you may only avail of the Services under this Agreement for the Permitted Purpose. For purposes of this Agreement, "Execute" and "Execution" means to load, install and run the Application in order to benefit from its functionality as designed by stickybits. "Permitted Purposes" means for your personal, non-commercial purposes. If you would like to use the Application or avail of the Services, for commercial purposes, or if you would like to access and use the stickybits promotions, analytics and content management tools, please contact stickybits at . You understand and agree that you may not use the Site, Services, Application or Content for any commercial purpose without prior written permission from stickybits.
Application License Term
The license granted under this Agreement remains in effect for a period of 25 years, unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the Application in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from stickybits, if you breach any term of this Agreement. Upon termination, you must at stickybits' option promptly destroy or return all copies of the Application in your possession or control.
Application Restrictions
Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify the Application, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Application; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Application to any third party; or (c) make the functionality of the Application available to multiple users through any means, including but not limited to by uploading the Application to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. You agree that portions of the Application, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of stickybits and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Application, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
License to you of the Content; License from you of your User Content to other users
Stickybits grants to you-and for your User Content (as defined in the next section) you hereby grant to stickybits' other users-a limited, non-exclusive, non-transferable license to access, view, download and print any Content solely for your-and the other users'-Permitted Purposes (as defined in the Application License section, above). The license from stickybits in the foregoing sentence is subject to your compliance with the terms and conditions of these Terms. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Application, Services or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by stickybits or its licensors, except for the licenses and rights expressly granted in these Terms.
User Content Defined; License of your User Content to stickybits
Members may post, upload, publish, submit or transmit text, graphics, images, music, software, audio, video, information or other materials to be made available through the Site, Application and Services ("User Content"). User Content is a subset of the Content. By making available any User Content through the Site, Application and Services, you hereby grant to stickybits a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content, except that stickybits will not share content with other users while you have it marked "non-public" or password protected. Stickybits does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site, Application or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to stickybits the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or stickybits' use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. The User Content will not contain any "back door," "trap door," "time bomb," "Trojan Horse," "worm," "drop dead device," "Easter Eggs," "cancelbots" or other computer programming routines or viruses that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit access to or use of the Site and Services or other software or hardware by unauthorized parties, or disable, damage or erase any portion of the Site or Services.
Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us at . You acknowledge and agree that all Feedback will be the sole and exclusive property of stickybits and you hereby irrevocably assign to stickybits and agree to irrevocably assign to stickybits all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At stickybits' request and expense, you will execute documents and take such further acts as stickybits may reasonably request to assist stickybits to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
General Prohibitions
You agree not to do any of the following:
Promotions
Stickybits may sponsor and run sweepstakes, contests and similar promotions (collectively, "Promotions") through the Site, Application or Services. You should carefully review any additional terms and conditions governing each Stickybits Promotion ("Official Rules"). To the extent that the terms and conditions of such Official Rules conflict with these Terms for a Promotion only, the Official Rules will govern for the Promotion in question. In addition, third parties may sponsor and run Promotions through the Site, Application or Services ("Third Party Promotions"). Your participation in each Third Party Promotion is governed by such terms and conditions provided by the third party sponsoring and running such Third Party Promotion, and you agree that Stickybits is not responsible for any Third Party Promotions, and disclaims any and all liability relating thereto. Your participation in Third Party Promotions is at your own risk.
Copyright and IP Policy
Stickybits respects copyright law and expects its users to do the same. Stickybits has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see the stickybits Copyright Policy http://stickybits.com/legal/copyright for further information.
Links
The Site and Application may contain links to third-party websites or resources. You acknowledge and agree that Stickybits is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Stickybits of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Termination and Account Cancellation
If you breach any of these Terms, stickybits will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Stickybits reserves the right to revoke your access to and use of the Site, Services, Application and Content at any time, with or without cause. In the event stickybits terminates these Terms for your breach, you will remain liable for any amounts due hereunder. If you wish to cancel your account, email stickybits at .
Disclaimers
THE SITE, APPLICATION, SERVICES AND CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, STICKYBITS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. STICKYBITS MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, WILL OPERATE IN THE COMBINATIONS YOU MAY SELECT FOR EXECUTION OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. STICKYBITS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SITE, APPLICATION OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STICKYBITS OR THROUGH THE SITE, APPLICATION, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES. YOU UNDERSTAND THAT STICKYBITS DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE, APPLICATION OR SERVICES, NOR DOES STICKYBITS MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES, OR TO REVIEW THEIR UPLOADED CONTENT. YOU ACKNOWLEDGE THAT CONTENT POSTED BY ANOTHER USER TO A STICKER IS NOT STICKYBITS' RESPONSIBILITY AND THAT SUCH CONTENT MAY BE OFFENSIVE OR HARMFUL TO YOU. STICKYBITS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to indemnify, at our request defend, and hold stickybits, its officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Application, Services or Content, or your violation of these Terms.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STICKYBITS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STICKYBITS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL STICKYBITS' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO STICKYBITS FOR USE OF THE SITE, APPLICATION, SERVICES OR CONTENT, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT PAID ANY AMOUNTS TO STICKYBITS, AS APPLICABLE.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STICKYBITS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT CASE, STICKYBITS' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
U.S. Government End Users
The Application and any accompanying documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Application and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Application and any accompanying documentation will be only those specified in this Agreement.
Export Law
You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of stickybits used herein are trademarks or registered trademarks of stickybits. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between stickybits and you regarding the Site, Application, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between stickybits and you regarding the Site, Application, Services and Content.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without stickybits' prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Stickybits may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notice
Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by stickybits its via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
General
The failure of stickybits to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of stickybits. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Contacting stickybits
If you have any questions about these Terms, please contact stickybits at .
Last Updated Date: November 11, 2010
Stickybits, Inc. ("stickybits") sells unique bar-coded stickers that can be attached to physical objects and then recognized, read, and written to (the "Services") by any smart phone running the stickybits mobile device application (the "Application"). Aspects of the Services are also available through our website, accessible at http://www.stickybits.com (the "Site").
Please read carefully the following terms and conditions ("Terms") before downloading, installing or using the Services, Application or Site. These Terms govern your- and our- obligations and restrictions concerning your access to and use of the Site, the Application and the Services and, except as otherwise provided in these Terms, all text, graphics, images, music, software, audio, video, information or other materials available through the Site and Services ("Content"). These Terms constitute a binding legal agreement between you and stickybits.
In these Terms of Use, "you," "your" or "User" means any person or entity using the Site, Application or the Services. Unless otherwise stated, "stickybits," "we" or "our" will refer to stickybits, Inc.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, THE APPLICATION OR THE SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS, DOWNLOAD OR USE THE SITE, THE APPLICATION, SERVICES OR CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
Modification of the Service or these Terms
Stickybits reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services at any time and without prior notice; or to modify these Terms with notice to you on the Site or through the Service. We are under no obligation to provide the service continuously or at all. We will provide the then-current version of these Terms at a link on the home page of the Site and in the Application and will update the "Last Updated Date" shown proximate to that link. By continuing to access or use the Site, Application or the Services after we have posted notice and a modification on the Site or through the Application, you are indicating that you agree to be bound by the modified Terms.
Eligibility
The Site, Application and Services are intended solely for persons who are 13 or older. Any access to or use of the Site, Application or Services by anyone under 13 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 13 or older.
Account Registration
You can use basic components of the Service without registering but, in order to access certain features of the Site, Application and Services, and to post any Content on the Site or through the Application or Services, you must register to create an account ("Account") and become a member ("Member.") During the registration process, you will be required to provide certain information such as your email address and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Stickybits reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify stickybits of any unauthorized use of your Account.
Payment Terms
As part of the functionality of the Site, Application and Services, you may purchase third party items through the Site, Application and Services. If you choose to make a purchase, Stickybits will collect your credit card information, billing address and shipping address on behalf of the applicable third party and you authorize us to charge your credit card for any such purchases. Stickybits will process the charge for your purchase and will remit the funds to the third party along with your shipping address. Such third party is solely responsible for the shipping and delivery of your item and stickybits has no responsibility to you in this regard. You agree that you are responsible for and that you will pay the applicable purchase price and any taxes and other fees that may accrue in relation to your purchase through the Site, Application and Services, if any. All purchases are non-refundable unless otherwise indicated to you by the third party selling the item in question. All fees and applicable taxes, if any, are payable in United States dollars.
If you choose to purchase an item from a third party through the Site, Application and Services, such item must be returned to the applicable third party in accordance with that third party's own returns policy. Items purchased through the Site, Application and Services cannot be returned to Stickybits. If you have any questions regarding a return or refund or relating to your purchase of an item, please contact the third party directly.
Ownership
The Site, Application, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, stickybits-and in some cases its licensors-exclusively owns all right, title and interest in and to the Site, Application, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application Services or Content.
Application License; Services
Conditioned upon your compliance with the terms and conditions of this Agreement, stickybits grants you a non-exclusive and non-transferable license for a single user to Execute (as defined in this section) the executable form of the Application on a single mobile device, solely for your Permitted Purposes (as defined below). Stickybits reserves all rights in the Application not expressly granted to you in this Agreement. In addition, you may only avail of the Services under this Agreement for the Permitted Purpose. For purposes of this Agreement, "Execute" and "Execution" means to load, install and run the Application in order to benefit from its functionality as designed by stickybits. "Permitted Purposes" means for your personal, non-commercial purposes. If you would like to use the Application or avail of the Services, for commercial purposes, or if you would like to access and use the stickybits promotions, analytics and content management tools, please contact stickybits at . You understand and agree that you may not use the Site, Services, Application or Content for any commercial purpose without prior written permission from stickybits.
Application License Term
The license granted under this Agreement remains in effect for a period of 25 years, unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the Application in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from stickybits, if you breach any term of this Agreement. Upon termination, you must at stickybits' option promptly destroy or return all copies of the Application in your possession or control.
Application Restrictions
Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify the Application, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Application; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Application to any third party; or (c) make the functionality of the Application available to multiple users through any means, including but not limited to by uploading the Application to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. You agree that portions of the Application, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of stickybits and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Application, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
License to you of the Content; License from you of your User Content to other users
Stickybits grants to you-and for your User Content (as defined in the next section) you hereby grant to stickybits' other users-a limited, non-exclusive, non-transferable license to access, view, download and print any Content solely for your-and the other users'-Permitted Purposes (as defined in the Application License section, above). The license from stickybits in the foregoing sentence is subject to your compliance with the terms and conditions of these Terms. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Application, Services or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by stickybits or its licensors, except for the licenses and rights expressly granted in these Terms.
User Content Defined; License of your User Content to stickybits
Members may post, upload, publish, submit or transmit text, graphics, images, music, software, audio, video, information or other materials to be made available through the Site, Application and Services ("User Content"). User Content is a subset of the Content. By making available any User Content through the Site, Application and Services, you hereby grant to stickybits a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content, except that stickybits will not share content with other users while you have it marked "non-public" or password protected. Stickybits does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site, Application or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to stickybits the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or stickybits' use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. The User Content will not contain any "back door," "trap door," "time bomb," "Trojan Horse," "worm," "drop dead device," "Easter Eggs," "cancelbots" or other computer programming routines or viruses that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit access to or use of the Site and Services or other software or hardware by unauthorized parties, or disable, damage or erase any portion of the Site or Services.
Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us at . You acknowledge and agree that all Feedback will be the sole and exclusive property of stickybits and you hereby irrevocably assign to stickybits and agree to irrevocably assign to stickybits all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At stickybits' request and expense, you will execute documents and take such further acts as stickybits may reasonably request to assist stickybits to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
General Prohibitions
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Application or Site, or any individual element within the Application or Site, stickybits' name, any stickybits its trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, except as explicitly permitted herein, without stickybits' express written consent;
- Access, tamper with, or use non-public areas of the Site or Application, stickybits' computer systems, or the technical delivery systems of stickybits' providers;
- Attempt to probe, scan, or test the vulnerability of any stickybits' system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by stickybits or any of stickybits' providers or any other third party (including another user) to protect the Site, Services, Application or Content;
- Attempt to access or search the Site, Application, Services or Content or download Content from the Site, Application or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by stickybits or other generally available third party web browsers;
- Send any promotional materials in violation of law;
- Use any meta tags or other hidden text or metadata utilizing a stickybits trademark, logo URL or product name without stickybits' express written consent;
- Use the Site, Services, Application or Content for any commercial purpose without prior written permission from stickybits as noted above;
- Resell-or offer advertising in connection with-any Content;
- Profile any stickybits user;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Application, Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
- Collect or store any personally identifiable information from the Site, Application or Services from other users of the Site, Application or Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Promotions
Stickybits may sponsor and run sweepstakes, contests and similar promotions (collectively, "Promotions") through the Site, Application or Services. You should carefully review any additional terms and conditions governing each Stickybits Promotion ("Official Rules"). To the extent that the terms and conditions of such Official Rules conflict with these Terms for a Promotion only, the Official Rules will govern for the Promotion in question. In addition, third parties may sponsor and run Promotions through the Site, Application or Services ("Third Party Promotions"). Your participation in each Third Party Promotion is governed by such terms and conditions provided by the third party sponsoring and running such Third Party Promotion, and you agree that Stickybits is not responsible for any Third Party Promotions, and disclaims any and all liability relating thereto. Your participation in Third Party Promotions is at your own risk.
Copyright and IP Policy
Stickybits respects copyright law and expects its users to do the same. Stickybits has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see the stickybits Copyright Policy http://stickybits.com/legal/copyright for further information.
Links
The Site and Application may contain links to third-party websites or resources. You acknowledge and agree that Stickybits is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Stickybits of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Termination and Account Cancellation
If you breach any of these Terms, stickybits will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Stickybits reserves the right to revoke your access to and use of the Site, Services, Application and Content at any time, with or without cause. In the event stickybits terminates these Terms for your breach, you will remain liable for any amounts due hereunder. If you wish to cancel your account, email stickybits at .
Disclaimers
THE SITE, APPLICATION, SERVICES AND CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, STICKYBITS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. STICKYBITS MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, WILL OPERATE IN THE COMBINATIONS YOU MAY SELECT FOR EXECUTION OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. STICKYBITS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SITE, APPLICATION OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM STICKYBITS OR THROUGH THE SITE, APPLICATION, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES. YOU UNDERSTAND THAT STICKYBITS DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE, APPLICATION OR SERVICES, NOR DOES STICKYBITS MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES, OR TO REVIEW THEIR UPLOADED CONTENT. YOU ACKNOWLEDGE THAT CONTENT POSTED BY ANOTHER USER TO A STICKER IS NOT STICKYBITS' RESPONSIBILITY AND THAT SUCH CONTENT MAY BE OFFENSIVE OR HARMFUL TO YOU. STICKYBITS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to indemnify, at our request defend, and hold stickybits, its officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Application, Services or Content, or your violation of these Terms.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STICKYBITS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STICKYBITS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL STICKYBITS' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO STICKYBITS FOR USE OF THE SITE, APPLICATION, SERVICES OR CONTENT, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT PAID ANY AMOUNTS TO STICKYBITS, AS APPLICABLE.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STICKYBITS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT CASE, STICKYBITS' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
U.S. Government End Users
The Application and any accompanying documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Application and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Application and any accompanying documentation will be only those specified in this Agreement.
Export Law
You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of stickybits used herein are trademarks or registered trademarks of stickybits. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between stickybits and you regarding the Site, Application, Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between stickybits and you regarding the Site, Application, Services and Content.
Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without stickybits' prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Stickybits may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notice
Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by stickybits its via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
General
The failure of stickybits to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of stickybits. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Contacting stickybits
If you have any questions about these Terms, please contact stickybits at .