Last Updated October 6, 2019
1. Acceptance of Terms.
IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, IMMEDIATELY STOP USING THE SITE AND DO NOT USE ANY HOWND SERVICE, PARTICIPATE IN ANY PROGRAM OR PURCHASE ANY VOUCHER, PRODUCT OR OTHER GOOD OR SERVICE OFFERED THROUGH THE SITE.
PLEASE REVIEW THE FOLLOWING SECTIONS OF THESE TERMS OF SERVICE CAREFULLY: (A) LIMITATION OF LIABILITY AND (B) INDEMNIFICATION
3. General Conditions/ Access and Use of the Service.
As a condition of your use of the Site, you agree that:
5. Terms of Sale. By purchasing or obtaining any Merchant Offering or Product via the Site, you agree to these Terms of Service, including, without limitation, the Terms of Sale, available here.
6. Copyright and Trademarks. The Site contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States. Hownd owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Hownd or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
Hownd owns trademarks, registered and unregistered, in many countries and “HOWND,” the Hownd logos, variations, and taglines thereof found on the Site are trademarks owned by Hownd, Inc. or its related entities and all use of these marks inures to the benefit of Hownd.
Other marks on the site not owned by Hownd may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Hownd unless otherwise stated, or may be the property of their respective owners. You may not use Hownd’s name, logos, trademarks or brands, or trademarks or brands of others on the Site without Hownd’s express permission.
7. User Content. The Site may provide registered users and visitors various opportunities to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses, and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material submitted or posted to the Site (collectively, “User Content”) through forums, bulletin boards, discussion groups, chat rooms, surveys, blogs, or other communication facilities that may be offered on, through, or in connection with the Site from time to time. You may be required to have a Hownd account to submit User Content.
If you contribute any User Content, you will not upload, post, or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. Hownd does not have any express burden or responsibility to provide you with indications, markings, or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such a submission. In addition, if you contribute any User Content, you represent and warrant that: (a) you are the creator of the User Content; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to submit or post the User Content, and that they have waived any moral rights in such User Content, and (ii) all rights necessary to grant the licenses and grants in these Terms of Service. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have ensured that the creator represents and warrants) that the use and sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks, or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit, or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person, or violative of any third-party rights; and that you will not upload, post, transmit, or otherwise make available User Content that contains any material that harbors viruses or any other computer codes, files, or programs designed to intercept, misappropriate, interrupt, destroy or limit the functionality of any software or computer equipment.
Hownd shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the User Content, and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Service and any operating rules established by Hownd, as well as to satisfy any applicable law, regulation, or authorized government request. Without limiting the foregoing, Hownd shall have the right to remove any material from the Communities or any other Hownd controlled sites, in its sole discretion. Hownd assumes no liability for any User Content or other information that appears or is removed from the Site or elsewhere. Hownd has no obligation to use User Content and may not use it at all.
In some instances and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. Hownd makes no representations or warranties that the User Content you modify or remove will be modified or removed from the Site or elsewhere, or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.
Public Nature of Your User Content.
– You understand and agree that User Content is public. Any person (whether or not a user of Hownd’s services) may read your User Content without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. Hownd is not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.
– Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by Hownd. Other users may post User Content that is inaccurate, misleading, or deceptive. Hownd does not endorse and is not responsible for any User Content, and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of Hownd. Hownd does not control or endorse any User Content, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Content and any actions resulting from your participation in any part of the Site, including, without limitation, any objectionable User Content.
– Some User Content you submit to Hownd may be displayed or may give you the option to display in connection with your Personal Information, or a portion of your Personal Information, including, without limitation, your name, initials, username, social networking website user account name, image, likeness, preferences, voice, and location. You grant Hownd a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide license and right to use, commercial use, display and distribute any Personal Information in connection with your User Content in accordance with these Terms of Service, including, without limitation, a right to offer for sale and to sell such rights in Personal Information, whether the User Content appears alone or as part of other works, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, Hownd shall have no obligation to use your Personal Information in connection with any User Content.
– As between you and Hownd, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on or through the Site, you grant Hownd a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale, and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Hownd’s license in any User Content or Personal Information submitted includes, without limitation, use for promotions, advertising, marketing, market research, merchant feedback, quality control, or any other lawful purpose.
– As detailed in Section 4, contributing User Content or other information on or through the Site, is limited to individuals who are over the age of majority in the state or province in which they reside. The Site is designed and intended for adults. By contributing User Content or other content on or through the Communities, you affirm that you are over the age of majority in the state or province in which you reside. We will promptly delete User Content or other content associated with any account we obtain actual knowledge of that is associated with a registered user who is not at least the age of majority in the state or province in which he or she resides.
8. Unsolicited Ideas. We do not accept or consider, directly or through any Hownd employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form ( “Unsolicited Materials” ). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
– Hownd has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
– Hownd will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.
9. DISCLAIMER OF WARRANTIES. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Hownd or by third-party providers, or because of other causes beyond our reasonable control, but Hownd shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HOWND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. YOU ACKNOWLEDGE THAT HOWND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HOWND OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
10. LIMITATION OF LIABILITY.
11. Indemnification. You shall defend, indemnify, and hold harmless Hownd from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Hownd shall provide notice to you of any such claim, suit or demand. Hownd reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Hownd’s defense of such matter.
12. U.S. Government Matters. You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Hownd on any Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
13. Assignment. You may not assign this TOS without the prior written consent of Hownd. Hownd may assign or transfer this TOS, in whole or in part, without restriction.
14. Miscellaneous. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Hownd in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
15. Governing Law. This TOS shall be governed by the laws of the State of Arizona in the United States of America without regard to the principles of conflicts of law. Unless otherwise elected by Hownd in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Arizona for the purpose of resolving any dispute relating to your access to or use of the Service.
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Hownd, MyHownd, Pay-Per-Visit, and Effortless Foot Traffic are trademarks of Hownd, Inc. Other names may be trademarks of their respective holders.
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