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AwardTravel Terms of Use

1. User’s Acknowledgement and Acceptance of the Terms of Use Agreement

a. Legal Relationship. Pointimize, Inc. (“Pointimize,” “We”, “Our”, “Us”) provides the www.awardtravel.com site (the “Website”) and web-based services, (the “Services, as more fully described below (the “Website” and “Services” collectively referred to sometimes hereinafter as the “Services”)) to you, the user (“User,” “You,” or “Your”), subject to Your compliance with all the terms and conditions contained or referenced in this Terms of Use Agreement (these “Terms of Use”) as well as any other written agreement between Us and You, the terms and conditions of which are incorporated herein by reference. (“We” and “You” sometimes hereinafter referred to individually as “Party” or collectively, as “Parties”). By using or accessing Our Website or the Services, You are entering into a binding legal agreement with Us to use Our Website and Services pursuant to these Terms of Use. In addition, when using the Website or the Services, Users shall be subject to any posted guidelines or rules applicable to the use of the Website or Services that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. If you do not agree to be bound by and comply with these Terms of Use, please do not use Our Website or Services.

b. Children’s Online Privacy Protection Act. The Website and Services are not directed to or intended for use by persons under thirteen (13) years of age. You affirm that You are over the age of 13. If You are under 13 years of age, please do not use the Website or Services.

c. Legal Capacity to Accept Terms of Use. To access and use the Website or Services, You must be fully competent and of legal age in the applicable jurisdiction to form a binding contract with Us and have not been barred or otherwise legally prohibited from accessing or using the Website and Services under the laws of the jurisdiction in which you are resident or from which You access or use the Website or Services. You hereby affirm that you satisfy these criteria for access to and use of the Website and Services.

d. Changes to the Terms of Use. These Terms of Use are effective as of April 12, 2018. We expressly reserve the right to change these Terms of Use from time to time as we deem necessary or appropriate because of legal compliance requirements or changes in Our business practice. When we make a material change, We will indicate that such a change has been made by revising the “Last Updated” date set forth at the end of these Terms of Use. Nevertheless, We recommend that You review these Terms of Use periodically to remain current on Your legal rights and obligations regarding Your use of Our Website and Services. Your continued use of this Website or the Services after such changes will constitute acknowledgement of the changed Terms of Use and agreement to abide and be bound by such changes.

2. Registration; Social Media Accounts; Account Security

a. No registration is necessary to access the Website. However, We may provide Services which will require You to register with Us in order to have access to them. If so, You will be required to set up an account (“Account”) with Us, which requires providing Your email address and other information as requested, which may include but is not limited to, first and last name, username, password (collectively, “Registration Information”). The type of Account You set up will depend on the Service You desire to access or are permitted to access. You agree to (i) provide accurate, current and complete Registration Information, (ii) maintain the security and confidentiality of Your user name and password, (iii) keep your Registration Information accurate, and (iv) assume full responsibility for any and all activities which take place on or through Your Account. You agree not to disclose Your password to any third party. Our personnel will never ask You for Your password. You may not have more than one (1) active Account. You may not transfer or share Your Account with anyone. You agree not to create any account using a false identity or information. You also agree not to access an Account on behalf of someone other than Yourself. You agree to notify Us immediately if You suspect any unauthorized use of Your Account or access to Your password.

b. Social Networking Site. You may be able to set up an Account with Us through social networking site such as Facebook, Twitter or Google+ ("Social Networking Site"), If You register an Account through Your account with a Social Networking Site (“Social Networking Account”). You agree that We may access, have provided to Us, and make available through Pointimize and store, if applicable, any information, including personally identifiable information, data, text, messages, tags, and/or other materials that You have provided to and stored and made accessible on Your Social Networking Account, subject to the privacy settings that you have set on Your Social Networking Account. Your relationship with a Social Networking Site is governed solely by Your agreement with that Social Networking Site. Pointimize disclaims any liability for any personally identifiable information or other information We may receive from a Social Networking Site in violation of the privacy settings that You have set up with that Social Networking Site applicable to Your Account.

c. As is more specifically set forth below, Pointimize reserves the right to suspend or terminate Your Account if any information provided during the registration process or at any other time proves to be inaccurate, not current or incomplete or You are otherwise in violation of these Terms of Use.

3. Access to Services

a. Free. Unless otherwise indicated on the Website, access to and use of the Services is provided for free (the “Basic Services”).

b. Fee. From time to time, we may also provide access to certain services in exchange for a monthly fee, as would be more specifically set forth on Our Website (the “Premium Services” together with the “Basic Services,” collectively referred to as the “Services”). If You wish to purchase access to Our Premium Services, You will be required to supply certain information including, without limitation, Your credit card number, expiration date of Your credit card, Your billing address, and the like.

c. Credit Card. You represent and warrant that: (i) you have the legal right to use the credit card used in connection with the purchase of access to Our Premium Services and (ii) the information You provide in connection with purchase of access to Our Premium Services is true, correct, and complete.

d. Third-Party Credit Card Processing. We may employ third-party services such as Stripe to facilitate Your payment for access to the Premium Services. By submitting the information necessary to process Your payment, You grant Us the right to provide the information to these third parties, subject to Our Privacy Policy, the terms of which are incorporated herein by reference.

e. Refusal. We reserve the right, in Our sole discretion, to refuse Your attempt to access the Basic Services or purchase access to or access the Premium Services if we suspect fraud or an unauthorized or illegal transaction.

f. Unauthorized Use. You agree to immediately notify Us of any unauthorized (i) attempt to set up an Account or (ii) use of or access to Your Account.We disclaim any and all liability for any loss of any kind resulting, either directly or indirectly from any unauthorized access to or use of Your Account or from Your failure to comply with this Section.

4. Description of Services

a. General. AwardTravel.com is a media platform and an online community which celebrates traveling by fulfilling the idea of awarding yourself with discovering, inspiring and living. It is also a place where travel veterans gather to share tips and insights to make you a travel expert, too. Our Services range from simply having the ability to view Content (as defined below) on the Website to having the ability to post Your Content directly, on (i) the Website and/or (ii) one or more of Our current social media accounts located on YouTube, Facebook, Twitter, Instagram or any additional awardtravel.com or Pointimize social media accounts (collectively, Our “Social Media Accounts”).

b. Types of Accounts

I. General User Account. If You register for a General User Account, You will have the ability to follow/unfollow and bookmark/unbookmark Users with Contributor or Author Accounts (as defined below) (“General User Account”).

II. RSS Account. If Your RSS feed appears on the Website, We will automatically create an “RSS Account” for Your RSS feed. If You, as the provider of an RSS feed, would like the ability to edit or delete Your RSS feed appearing on Our Website, You must register for a Contributor Account (as defined below).

II. Contributor Account. If You register for a Contributor Account, in addition to having the ability to follow/unfollow and bookmark/unbookmark other Users with Contributor or Author Accounts (as defined below), We will give You the ability to transmit Content to Us for Our review and possible publication, at Our sole discretion, on the Website (“Contributor Account”). Once Your Content has been posted on the Website, You will be able to edit or delete Your Content. You will also have the ability to place affiliate or other third-party links or references to third-party products or services in Your Content.

III. Author Account. If You have registered for a Contributor Account and We have published Your Content, over time, on the Website, We may, at Our sole discretion, upgrade Your Contributor Account to an “Author Account.” If We notify You that Your Contributor Account has been upgraded to Author Account and You agree to have Your Contributor Account upgraded to an Author Account, You will have the ability, in addition to the abilities You had as a Contributor Account, to publish Your Content directly to the Website (the General User Account, RSS Feed Account, Contributor Account and Author Account collectively referred to as “Accounts.”)

c. Modification or Discontinuation of Services. We reserve the sole right to either modify or discontinue the Services, including any of the features of the Services, at any time with or without notice to You and without liability to You or any third party should We exercise such right. Any new features that augment or enhance the then-current Services or the Website shall also be subject to these Terms of Use.

5. Rights Granted and Restrictions.

a. Permitted Use. Subject to the terms and conditions of these Terms of Use and to Your payment of any fee, if applicable, We grant You a nontransferable, nonexclusive, nonassignable, revocable, limited right to access the Website or the Services solely for Your own personal, non-commercial purposes. This right is non-transferable and may be exercised exclusively by You.

b. Prohibited Uses. You agree, as a condition of use of the Website and Services, not to use the Website or Services for any purpose that is unlawful, fraudulent or prohibited by these Terms of Use. You may not use the Website or the Services in any manner that could damage, disable, overburden, or impair Our ability to make available the Website or the Services or interfere with any other party's use and enjoyment of the Website or Services. You may not attempt to gain unauthorized access to any part of the Website or the Services, other Accounts, computer systems or networks connected to the Website or the Services through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information or Content through any means not intentionally made available through the Website or the Services. Except as expressly set forth herein, You may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Website or the Services, the Content, nor any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Website or the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information or Content made available through the Website or the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Website’s or the Services' control or security systems, or allow or assist a third party to do so.

6. Conduct on Site

a. Use of Website and Services. Your use of the Website and the Services is subject to all applicable laws and regulations, and You are solely responsible for all Content you submit, post, upload or send (collectively, “transmit”) to the Website or the Services. When accessing the Website or the Services, You agree that You will not transmit any Content, or include a link to Content that:

i. is threatening, vulgar, obscene, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, pornographic, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), promotes any act of cruelty to animals or is otherwise offensive or violates Our Terms of Use, rules or policies;

ii. incites violence, celebrates terrorist attacks, or promotes acts of terrorism; iii victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, nationality, age, or disability;

iv. violates any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

v. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

vi. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

vii. impersonates any person or entity, including any of Our employees or representatives;

viii. is targeted to children under the age of 13; or

ix. violates any applicable law.

b. Use of Account. In addition, You may not use Your Account to breach security of another account or attempt to gain unauthorized access to another network, server or other area of the Website. Not all areas of the Website or the Services may be available to You. You shall not interfere with anyone else’s use and enjoyment of the Website or the Services or other similar services. Users who violate systems or network security may incur criminal or civil liability.

7. Third-Party Sites and Information; Compensation

The Website or the Services may provide links or references through banner advertising or otherwise to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services and products provided by third parties (collectively, Third Party Content”). These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under Our control, and You acknowledge that We are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are We responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such Third Party Content a link or reference is provided merely as a convenience and does not, unless otherwise indicated, imply endorsement of, or association with, the site or third party by Us, or any warranty of any kind, either express or implied. Different terms and conditions and privacy policies may apply to Your use of any other site. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use or reliance on any Third Party Content, or products or services available on or through any such third-party linked site. We may receive compensation when You simply click on a third-party advertisement or link on the Website or Services or when You actually purchase a third-party product or service after having clicked on such third-party advertisement or link.

8. Intellectual Property Rights.

a. Pointimize Ownership. Our Content, including the Website and the Services, may be protected by certain intellectual property and other proprietary rights and laws, international treaties and laws of the United States of America and other jurisdictions. We retain all right, title and interest, including but not limited to, all copyrights, patents, trademarks, service marks, trade secret rights, moral rights and other intellectual property and proprietary right throughout the world (“Intellectual Property Rights”) associated with Our Content, the Website and the Services, including any of Our intellectual property we may embed in Your Content.

b. Third-Party Ownership. Some components of the Website or the Services may be subject to “open source licenses,” “free software licenses” or other third-party licenses or provided with the permission of third parties (“Third-Party Software”). Such Third-Party Software is made available under the terms and conditions of the respective Third Party Software license or pursuant to the permission granted. All Intellectual Property Rights in and to such Third-Party Software are retained by the respective third parties.

c. Limited Right. You acknowledge that You are acquiring only a limited right to use the Content, the Website and Services and not any Intellectual Property Rights to the Content of any party or in or to the Website or the Services or any part thereof.

9. Content.

a. Definition. For purposes of these Terms of Use, “Content” is defined as any information, data, text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and all other forms of data or materials made available on, through or in connection with the Website or the Services by Us, Users and third parties. For the avoidance of doubt, “Your” or “User Your Content” means Content that You or other Users, respectively, transmit to, through or in connection with the Website or the Services which is directly posted to, is posted at Our discretion, or You have given Us permission to post to, the Website or the Services. “Our Content” means Content that We create and make available in connection with the Website or the Services other than Your Content, User Content and Third Party Content. “Third Party Content” means Content that originates from parties other than Us, You or Our Users. (“Your Content”, “User Content”, “Our Content”, and “Third Party Content” collectively referred to as “Content”).

b. Content Presented to You. By accepting these Terms of Use, You acknowledge and agree that all Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Pointimize, its licensors or third parties. You are only permitted to use the Content as expressly authorized by Us or the specific Content provider. Except for a single copy made for personal use only, You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Content from the Website or the Services in any form or by any means without prior written permission from Us or the specific Content provider unless You own the Intellectual Property Rights in and to such Content and You have not otherwise agreed with Us to restrict Your use of Your Content. You are solely responsible for obtaining the permission required, as applicable, before reusing any Content. Any unauthorized use of the Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Except as otherwise set forth herein, other than Our Content, we generally do not pre-screen, monitor, or edit Content. However, We and Our agents have the right, at Our sole discretion, to pre-screen, refuse to post or remove any Content that, in Our sole judgment, does not comply with these Terms of Use and any other rules of User conduct for Our Website, the Services or Our Social Media Accounts, or is or has become otherwise harmful, objectionable, inaccurate, or unacceptable to Us. We are not responsible for any failure or delay in removing such Content. You hereby consent to such refusal or removal and waive any claim against Us arising out of such refusal or removal.

You understand and acknowledge that by accessing the Website or the Services, You may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to You. You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Pointimize with respect to such Content.

c. Use of Content by You. Neither We nor Our licensors warrant or represent that Your use of Content will not infringe the rights of third parties. All custom graphics, icons, logos and service marks are registered trademarks, trademarks or service marks of Pointimize or its licensors. All other registered trademarks, trademarks, and service marks are the property of their respective owners. Nothing in this Terms of Use grants You any right to use any registered trademarks, trademarks or service marks of Pointimize, its licensors or any third party. You agree that You bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness or usefulness of such Content. You acknowledge that You may not rely on any Content on the Website or the Services.

d. Content Provided by You. Our Website and the Services allow you to transmit Your Content to or through Our Website or Services. Depending on Your Account status, We may pre-screen Content transmitted by You prior to permitting such Content to be posted on the Website or the Services or We may permit You to post Your Content directly to the Website. In addition, We may contact You requesting Your permission to post certain Content appearing elsewhere on the Internet on Our Website or Services. You are responsible for Your Content, including the legality, reliability, accuracy and appropriateness thereof. You represent and warrant that: (i) You are the owner of Your Content and/or You have the legal right to use, transmit and post or grant permission for Us to post Your Content to the Website or Services, (ii) You have, and will continue to have during Your use of the Website and the Services, all necessary licenses, rights, consents, and permissions which are required to enable Us to use Your Content to provide the Website and the Services and as otherwise contemplated in these Terms of Use, (iii) Your Content does not violate these Terms of Use or any applicable laws or regulations, (iv)Your Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, and (v) Your Content will not give rise to any cause of action against You or Us or Our third-party service providers in any jurisdiction under any applicable law. You also represent and warrant that if You endorse a product or service or include an affiliate or other third-party links or references to third-party products or services in Your Content, You will disclose a connection between You and the product or service endorsed or the advertiser associated with the affiliate or other third-party links which, if a consumer knew of such connection, would affect how a consumer evaluated the endorsement, whether the consumer would click on the affiliate or third-party links, and the consumer’s evaluation of such third-party products or services. For the avoidance of doubt, a “connection” for disclosure purposes would include a relationship, e.g., You are an employee of an advertiser or product or service provider, or You have been or will be paid or given something of value in exchange for Your endorsement or for permitting an affiliate or other third-party link to be placed on Your Content. For information purposes only, see 16 C.F.R. § 255 (2009), entitled “Guides Concerning the Use of Endorsements and Testimonials in Advertising.” For additional guidance as to disclosure requirements, see “The FTC’s Endorsement Guidelines: What People are Asking” located at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking#affiliateornetwork. You are advised to seek legal counsel regarding how to comply with all applicable disclosure requirements regarding any endorsements and/or affiliate and other third-party links in Your Content.

e. Use of Content by Us and Others. Except as otherwise set forth in Our Privacy Policy, Your Content will be treated as non-confidential and non-proprietary. While You retain all rights in Your Content, You grant Pointimize a worldwide, non-exclusive, royalty-free, perpetual and irrevocable right and license to reproduce, edit, display, publish, broadcast, distribute, transmit, prepare derivative works of and otherwise use Your Content in connection with the provision of the Website and the Services, including but not limited to (i) displaying Your Content on the Website and/or the Services; (ii) featuring, promoting and transmitting Your Content on and to Our Social Media Accounts, (iii) using Your Content to promote the Website and the Services, including but not limited to, through various marketing and advertising activities, newsletters, and email campaigns, and (v) archiving Your Content for disputes, legal proceedings or investigations. You also grant Us a non-exclusive right to sub-license these rights to Our hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Website and the Services. For the avoidance of doubt, Our right to “edit” Your Content will include, but not be limited to, adding subheadings, information which We, in Our sole discretion, deem relevant, editorial notes, updating, changing titles to Your Content to fit the style of Our Website and deleting affiliate or other third-party links or references to third-party product or services which We determine, in Our sole discretion, are inappropriate or unsuitable for Our Website or Services. You also grant to each User of the Website, the Services and Our Social Media Accounts a worldwide, non-exclusive, royalty-free, perpetual and irrevocable right and license to access Your Content through the Website, the Services and Our Social Media Accounts, and to use, reproduce, distribute, prepare derivative works of, display and perform Your Content solely to the extent necessary (i) to view Your Content and (ii) to make a single copy of Your Content for each user’s personal, non-commercial use. We are not responsible for any other User’s use of Your Content, even if such third party use originated or is derived from Our use. Any of Your Content transmitted by Us to one or more of our Social Media Accounts, will be governed, once transmitted, by the terms and conditions and privacy policy applicable to that particular Social Media Account in addition to these Terms of Use and Our Privacy Policy. These Terms of Use and Our Privacy Policy may differ from or conflict with the terms of use and privacy policy of Our Social Media Accounts. In addition, the terms of use and privacy policy of a particular Social Media Account may differ from or conflict with those of another Social Media Account. You acknowledge that you have reviewed the terms of use and privacy policies governing Content transmitted to each of Our Social Media Accounts and You hereby agree to have Your Content, if transmitted by Us, governed by the terms of use and privacy policy applicable to each of Our Social Media Accounts to which Your Content may be transmitted by Us. If You do not agree to have Your Content governed by the terms of use and privacy policy of all of Our Social Media Accounts, do not transmit or grant Us permission to upload Your Content to the Website, the Services or Our Social Media Accounts.

10. Unauthorized Use of Content

a. Notification. We respect the Intellectual Property Rights of others, and We ask You to do the same. If You believe Your (or those of someone on whose behalf You have the legal right to act) copyright, trademark or other Intellectual Property Rights have been infringed by Content on Our Website, the Services, or Our Social Media Accounts, You should send notification immediately to the email address below. To be effective, the notification must:

i. Identify in sufficient detail the copyrighted work that You believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed;

ii Identify the material that You claim is infringing the copyrighted work listed in item “a” above;

iii. Provide information reasonably sufficient to permit Us to contact You (email address is preferred);

iv. Provide information, if possible, sufficient to permit Us to notify the owner/administrator of the allegedly infringing Content (email address is preferred);

v. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”

vi. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;” and

vii. Be signed by You and sent via email to [email protected] ****

b. Removal of Infringing Materials. You acknowledge and agree that upon Our receipt of a notice of a claim of copyright infringement, We may immediately remove the identified materials from Our Website or Services and Our Social Media Accounts without liability to You or any other party and that the claims of the complaining party and the party that originally transmitted the Content will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

11. Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE FULLEST EXTENT PERMITTED BY LAW, POINTIMIZE, ITS MEMBERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF NON-INFRINGEMENT, IN CONNECTION WITH THE WEBSITE AND THE SERVICES AND YOUR USE THEREOF. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTIES OR REPRESENTATIONS (A) THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) THAT THE SERVICES WILL BE PERMITTED IN YOUR JURISDICTION, (E) REGARDING ANY CONTENT ON THE WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RELIABILITY OR ACCURACY THEREOF, (F) REGARDING ANY THIRD PARTY’S USE OF CONTENT TRANSMITTED BY YOU TO THE WEBSITE OR THE SERVICES, (G) THAT ANY CONTENT YOU TRANSMIT TO THE WEBSITE OR THE SERVICES WILL BE MADE AVAILABLE ON THE WEBSITE OR SERVICES OR ANY OF OUR SOCIAL MEDIA ACCOUNTS OR WILL BE STORED BY POINTIMIZE, (H) THAT WE WILL CONTINUE TO SUPPORT ANY PARTICULAR FEATURE OF THE WEBSITE OR THE SERVICES OR (I) REGARDING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, (J) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE WEBSITE OR THE SERVICES OR A THIRD PARTY WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. BOTH THE WEBSITE AND THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE WEBSITE OR THE SERVICES, INCLUDING THE PRICES OF THE SERVICES, AT ANY TIME WITHOUT NOTICE. THE CONTENT ON THE WEBSITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT. THE USE OF THE WEBSITE AND THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY CONTENT OR SERVICES THROUGH THE WEBSITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Third Party Transactions. Through Your use of the Website and the Services, You may have opportunities to communicate with or engage in commercial transactions with other Users and third-party product or service providers. You acknowledge that all communications and all transactions relating to any products or services offered by any such party, including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are between and agreed to solely between the such other User or third-party product or service provider and You. WE MAKE NO WARRANTY REGARDING ANY COMMUNICATIONS OR TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH COMMUNICATIONS OR TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE OR THE SERVICES FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US.

13. No Endorsement; Opinions of Third Parties. Content available on the Website or through the Services, including but not limited to, any scores or comments, may represent the opinions, advice, judgments or statements of Users or other third parties and not those of Pointimize. We do not endorse, nor are We responsible for the accuracy or reliability of, any opinion, advice, judgment or statement made by such Users or third parties.

14. Availability of Website and Services.

a. Interruptions and Delays. You understand and agree that temporary interruptions of the availability of the Website or the Services may occur as normal events. You further understand and agree that We have no control over third-party networks You may access in the course of Your use of the Website or Services, and therefore, delays and disruption of other network transmissions are completely beyond Our control.

b. Timeliness. You understand and agree that the Website and the Services are provided “AS IS” and that We assume no responsibility for the timeliness of transmitting any Content to the Website, the Services, or Our Social Media Accounts, or the deletion or misdelivery of, or failure to store any Content.

15. Limitation of Liability NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE POINTIMIZE, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND AGENTS TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO POINTIMIZE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE SUCH CAUSE OF ACTION ALLEGEDLY AROSE. IN NO EVENT WILL POINTIMIZE, ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING FROM YOUR USE OF THE WEBSITE, THE SERVICES, OR ANY OF THE CONTENT OR OTHER MATERIALS POSTED ON, TRANSMITTED TO, ACCESSED THROUGH, OR OTHERWISE MADE AVAILABLE ON OR THROUGH OR DOWNLOADED FROM THE WEBSITE, OR THE SERVICES, EVEN IF POINTIMIZE, OR ANY OF ITS AFFILIATES, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS OR AGENTS ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR USE OF THE WEBSITE OR THE SERVICES, UNLESS OTHERWISE PERMITTED BY LAW, YOU SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY GOODS AND SERVICES OFFERED THROUGH THE WEBSITE OR THE SERVICES OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE THIRD-PARTY WEBSITES, INCLUDING WITHOUT LIMITATION, THE PROCESSING OF ORDERS OR ACCESSING CONTENT. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IF SO DIRECTED BY LAW.

16. Indemnification

To the fullest extent permitted by law, You agree to fully indemnify, hold harmless and defend Us, Our subsidiaries and affiliates, and each of Our members, managers, directors, officers, agents, advisors, contractors, partners, licensors, licensees and employees from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorneys’ fees and costs), whether or not involving a third-party claim, which arise out of or relate to, directly or indirectly, Your use of the Website or the Services, Your use of, including reliance on, any Content, Your use of any third-party product or services provided by third parties that are made available by the Website or the Services, or any violation of these Terms of Use or of any law, rule, regulation or order, or the rights of any third party, including without limitation, any violation of any third-party’s intellectual property, privacy right or PII (as defined in the Privacy Policy) arising out of Your use of the Website, the Services or Content, or Your transmission of or granting Us permission to use Your Content. This indemnity shall survive any termination of Your use of the Website or the Services.

17. E-mail, Messaging, Blogging, and Chat Services

a. Communications Services. We may make email, messaging, commenting, blogging, or chat services (collectively, “Communications”) available to Users of our Website or Services, either directly or through a third-party provider. You agree not to use any Communications system for any commercial solicitation purposes, i.e., You agree not to solicit, for commercial purposes, any User of the Website or the Services. We may make available separate supplemental agreements regarding the Communications available characterizing the relationship between You and Us that, except where expressly noted or contradictory, include these Terms of Use.

b. Private Communications. We will not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as otherwise required by law or by court or governmental order.

c. Spam. We may employ automated monitoring devices or techniques to protect Our Users from mass unsolicited communications (also known as “spam”) and/or other types of electronic communications that We deem inconsistent with Our business purposes. However, such devices or techniques are not perfect, and We will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

d. Mailboxes. If we make mailboxes available, these mailboxes may have a limited storage capacity. If You exceed the maximum permitted storage space, We may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages or any lost information.

18. International Use

Although the Website and the Services may be accessible worldwide, We make no representation that the Content on the Website or the Services, or that use of or access to the Website or Services, is legally permissible outside the United States of America. Those who choose to access the Website and Services from outside the United States of America do so at their own risk and on their own initiative and are solely responsible for compliance with all applicable laws. Any offer for any product, service and/or information made in connection with the Website or the Services is void where prohibited.

19. Termination of Use

a. Termination or Suspension. You agree that We may, in Our sole discretion, terminate Your Account or suspend Your access to all or part of the Website or the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating Your relationship and may be referred to appropriate law enforcement authorities.

b. Access Denied. Upon termination or suspension, regardless of the reason therefore, Your right to use the Website and Services immediately ceases, and You acknowledge and agree that We may immediately deactivate or delete Your Account, all files in Your Account, and Your Content and/or bar any further access to such Content, files, the Website, the Services, and Our Social Media Accounts. We shall not be liable to You or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Us in connection with such termination or suspension.

c. Refund. Notwithstanding anything set forth herein to the contrary, if We terminate Your access to the Services for any reason other than Your breach of these Terms of Use, You may be eligible to receive a refund of the fees, if any, you paid for any unused Services.

20. Governing Law

The Website and the Services (excluding any linked sites) are controlled by Us from Our offices within the State of California, United States of America and can be accessed from all 50 states and the District of Columbia, as well as from other countries around the world. As each of these places has laws that may differ from those of the State of California, by accessing the Website and/or the Services both You and We agree that the laws of the State of California, without regard to the conflicts of laws principles thereof or the United Nations Convention on the International Sales of Goods, will apply to all matters, including but not limited to any legal suit, action or proceeding arising out of or related to these Terms of Use or Your use of the Website or Services. You and We agree and hereby submit to the exclusive personal jurisdiction and venue of any court of competent jurisdiction located in the State of California with respect to all such matters.

21. Notices

You agree to receive any and all required notices electronically at the email address provided by You upon registration with Us or otherwise. All notices to Us shall be in writing and shall be made via email at [email protected] We may broadcast notices or messages through the Website to inform You of changes to the Website and/or the Services or other matters of importance, and such broadcasts shall constitute notice to You at the time of sending.

22. Entire Agreement

These Terms of Use constitute the entire agreement and understanding between You and Us concerning the subject matter of these Terms of Use and supersede all prior agreements and understandings of the Parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by You and Us. To the extent that anything in or associated with the Website or the Services is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

23. Free Trial. We may, from time to time, make an existing Service which required payment of a fee for access or a new Service, for which a fee will eventually be required for access, available free of charge (“Free Trial”), for a limited amount of time (“Free Trial Period”). If You are accessing a Service pursuant to a Free Trial, You are granted a nontransferable, nonexclusive, nonassignable, revocable, limited right to access the Service solely for Your personal, non-commercial purposes during the Free Trial Period upon the expiration of which Your Free Trial access to the Services will be terminated. Except as set forth in this paragraph, all of the terms contained in these Terms of Use shall apply to Your access to the Website and the Service which is the subject of the Free Trial during the Free Trial Period.

24. Service Support. If You need assistance regarding Your use of the Services, please email Us at [email protected].

25. Taxes. All payments required by these Terms of Use are exclusive of taxes except sales tax, when required pursuant to applicable law. You agree to be responsible for the payment of all other taxes, duties, tariffs, and the like, if any, resulting from Your payments to Us pursuant to these Terms of Use.

26. Miscellaneous

a. Cause of Action. Any cause of action brought by You against Us or Our licensors must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

b. Assignment. You may not assign Your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void ab initio. We may freely assign Our rights and obligations under these Terms of Use.

c. Force Majeure. In addition to any excuse provided by applicable law or as set forth in these Terms of Use, We shall be excused from liability for non-delivery or delay in delivery of the Website and the Services available through Our Website arising from any event beyond Our reasonable control, whether or not foreseeable by either Party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, cyber attack or breach, and other causes or events beyond Our reasonable control, whether or not similar to those which are enumerated above.

d. No Third Party Beneficiaries. These Terms of Use are exclusively for the benefit of the Parties, and it may not be enforced by any party other than a Party hereto. These Terms of Use shall not give rise to liability to any third party other than the authorized successors and assigns of the Parties.

e. Severability. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions shall remain in full force and effect.

f. No Waiver. Any failure by Us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

27. Contact Information

Except as may be explicitly set forth on the Website, the Website and the Services available through the Website are offered by Pointimize, Inc., a Delaware corporation. If You notice that any user is violating these Terms of Use or You have any questions about these Terms of Use, please contact Us via email at [email protected]. Last Updated: April 12, 2018