Last Updated July 2017
We may from time to time revise this Agreement (including by moving or deleting portions of, or adding to, the terms that govern your use of the Licensed Applications) and publish such revisions at froxii.com. You agree to and are bound by any revisions if you continue to use any of the Licensed Applications following the date of publication of the revisions; therefore you should periodically review the then-current version of this Agreement. In the case of any violation of this Agreement, Froxii reserves the right to seek all remedies available by contract, law, and in equity for such violations. This Agreement applies to all of your visits to and use of the Licensed Applications, both now and in the future.
- 1. MINORS AND CHILDREN UNDER 13
The Licensed Applications are not intended for use by children under 13. If you are not at least 13 years of age, you are prohibited from using the Licensed Applications.
The Licensed Applications do not support or carry emergency calls (for example, “911” calls) or any other type of emergency communication to any type of law enforcement agency, fire department, medical facility or any other kind of emergency service. The Licensed Applications are not a replacement for a traditional landline telephone or mobile phone, and will not enable you to contact emergency services or identify your physical location to emergency responders if you need emergency assistance. Froxii is not required to offer emergency services pursuant to any applicable regulation or law, and you hereby waive any and all such claims, damages or losses, against Froxii and our licensors, arising from or relating to the use of the Licensed Applications to make or attempt to make such emergency calls.
Subject to the terms of this Agreement, Froxii hereby grants you a limited, revocable, non-exclusive, non-sublicensable and non-assignable license to use the object code version of the Licensed Applications and to install the portion of the Licensed Applications that may be downloaded onto the computer or mobile devices under your control solely for your own personal entertainment. Except as expressly provided in this section of this Agreement, no other license, express or implied, is granted and Froxii reserves all rights in the Licensed Applications. Except as expressly set forth in this Agreement, you may not, directly or indirectly: (a) remove or modify any disclaimers, proprietary notices or copyright notices displayed on the Licensed Applications; (b) create any web-based platform that infringes or misappropriates any Froxii property; (c) sell, lease, sublicense, or otherwise use, transfer, or provide access to the Licensed Applications, directly or indirectly, to any third party; (d) reverse engineer, disassemble, decompile, modify, enhance, correct, upgrade, change in any way, or create any derivative work based on the Licensed Applications; or (e) use or display the Licensed Applications in any way that may impair the validity of Froxii’s right in such property or take any other action that is inconsistent with the limitations set forth in this Section 3. You will not subject any Licensed Application, in whole or in part, to any license obligations associated with open source software, including combining a Licensed Application with open source software in a manner that subjects Froxii, or any portion of a Licensed Application, to any license obligations under open source software.
You hereby grant each other user of a Licensed Application a non-exclusive right and license to access Your Content through the Licensed Application, and to use, modify, reproduce, distribute, and display Your Content.
You also grant us the right and license to utilize the processor and bandwidth of your computer or mobile device to facilitate communications between you and third parties as appropriate for the use of the Licensed Applications.
If you use an account from an online social platform (e.g., Facebook, Google, Twitter) to register for the Licensed Application, you grant us permission to access certain information about you from that social platform. For example, if you log in using your Facebook account, we will access your basic information on Facebook, such as your name, profile picture, and list of friends. We will use your information from these online social platforms to make the Licensed Application registration process easier and to enhance and personalize your use of the Licensed Application (e.g., by connecting you with “friends” that you or your online network know).
- 5. INTELLECTUAL PROPERTY RIGHTS
All rights, title, and interest worldwide, including without limitation all intellectual property rights, in and to the Licensed Applications are owned by us or our licensors. You own all of the rights, title, and interest, including without limitation all intellectual property rights in the content and information you post on the Licensed Applications, subject to the license set forth in Section 4.
Froxii does not endorse any content, opinion, recommendation, or advice expressed by any user, including Your Content and User Content (as defined in Section 6), and Froxii expressly disclaims all liability in connection with any such content. Froxii does not permit copyright infringing activities and infringement of intellectual property rights on the Licensed Applications. Froxii reserves the right to remove such content without prior written notice to the user. By using the Licensed Applications, you agree not to violate the audio, video, copyright, patent, trademark, trade secret, or any other intellectual property rights (collectively, “Intellectual Property Rights”) of any third party through your use of the Licensed Applications.
You agree to use the Licensed Applications solely in accordance with all applicable laws and only for your personal entertainment. You are responsible for all content, including, without limitation, photographs, images, video, and audio content, that you upload, transmit, disclose, disseminate, or otherwise distribute through the Licensed Applications (collectively, “Your Content”). You shall not take any unlawful or improper actions with respect to Your Content.
You may find other user content ("User Content") offensive, inappropriate for minors, indecent, or otherwise objectionable. We do not monitor or control User Content, or the actions, omissions, or activities of other users of the Licensed Applications. You acknowledge and agree that Froxii shall not be liable for any User Content, the actions, omissions, or activities of other users, or any damage or harm directly or indirectly resulting therefrom. USER CONTENT TRANSMITTED OR DISTRIBUTED THROUGH THE LICENSED APPLICATIONS MAY NOT BE APPROPRIATE OR SATISFACTORY FOR YOUR USE. IF YOU DO NOT WISH TO HAVE ACCESS TO SUCH USER CONTENT, CEASE USING THE LICENSED APPLICATIONS.
You agree not to use the Licensed Applications to do any of the following (collectively, “Prohibited Behavior”):
- intercept, tap into, record, monitor, damage, alter, adapt, manipulate, or modify any User Content or communication not intended for you;
- collect, store, disclose, disseminate, or distribute personal data of third parties;
- upload, post, e-mail, transmit or otherwise make available any content that infringes any Intellectual Property Right, privacy right, or publicity right of any person or entity unless you have express permission from the respective owners of such materials to do so;
- harm minors in any way, including through any form of child pornography or exposure to any Prohibited Behavior;
- upload, post, email, or otherwise transmit, disseminate, or distribute any content in any form that is illegal, harmful, threatening, abusive, harassing, intimidating, of a bullying nature, tortuous, defamatory, disparaging, vulgar, obscene, violent, libelous, pornographic, sexually explicit or suggestive, invasive of another's privacy, constitutes hate speech (including but not limited to hate speech based on race, ethnicity, national origin, sex, gender, gender identity, sexual orientation, religion, disabilities, or diseases), promotes or displays self-harm, or is otherwise offensive;
- solicit or otherwise offer sexual services to another person or user;
- engage in any activity that violates any local, state, or federal law or regulation or the law or regulation of any foreign government;
- provide anonymity to activities which are unlawful, fraudulent, or violate the Intellectual Property Rights of a third party;
- use or permit others to use the Licensed Applications: (i) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (ii) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer or mobile device file, database or network; (iii) to materially interfere with the use of the Licensed Applications by authorized users, advertisers, or other third parties; or (iv) in a manner which, in our discretion, is inconsistent with the generally accepted rules of Internet etiquette and conduct;
- transmit any unsolicited or unauthorized advertising or promotional materials, "Spam", or any other potentially objectionable or unlawful form of unsolicited communication;
- use any hacking material, malware, spyware, adware, keystroke loggers, password sniffers, spam launchers, remote access tools, screen capture utilities, viruses, worms, trojans, or other destructive programming or device that could impair or injure any data, computer system, or software;
- engage in any activities that are considered a cyber attack;
- upload, post, email, or otherwise transmit without authorization any material that contains personal, private, or financial information or other personally identifiable information concerning any third-party person or entity, including without limitation, phone number(s) or addresses, credit/debit cards, name, gender, calling cards, account numbers, social security numbers, driver's license numbers, dates of birth, passwords, or other similar information;
- obtain or attempt to obtain services from other users with intent to avoid payment;
- engage in any activities that do or are designed to harass others, or that will cause a denial-of-service to any other user of the Licensed Applications;
- interfere with the use or enjoyment of the Licensed Applications by other users;
- hold us, our suppliers, officers, directors, employees, agents, affiliates or shareholders up to public scorn, ridicule, or defamation;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person, user, or entity;
- participate in gambling or the promotion of online gambling, online real money games of skill, or online lotteries;
- commit fraud by posting any content that may lead a person to believe you or another person or user is in danger;
- post any content related to the consumption or sale of drugs or alcohol;
- support or praise terrorism, organized crime, or hate;
- participate in any other behavior that Froxii, in its sole discretion, determines to be rude, defamatory, obscene, disrespectful, negative, or otherwise violates this Agreement; or
- threaten, glorify, or encourage another person or user to violate any of the Prohibited Behaviors.
Any use inconsistent with this Agreement or any Prohibited Behavior may lead to the immediate suspension, disablement, or termination of your access to or your use of the Licensed Applications and termination of this Agreement. Your Content may be reported to the appropriate legal authority and your Internet services provider may also be contacted.
- 8. THIRD PARTY ADVERTISEMENTS
THE LICENSED APPLICATIONS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR LICENSORS SPECIFICALLY DISCLAIM AND EXCLUDE ALL WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUALITY, AND PERFORMANCE. WE DO NOT WARRANT THAT THE LICENSED APPLICATIONS WILL MEET YOUR REQUIREMENTS, THAT THE LICENSED APPLICATIONS’ OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ERRORS IN THE LICENSED APPLICATIONS WILL BE CORRECTED OR THAT YOUR COMMUNICATIONS WILL BE SECURE OR DELIVERED TO YOUR RECIPIENTS, WHETHER THEY ARE YOUR INTENDED RECIPIENTS OR OTHERWISE, OR THAT THE INFORMATION (INCLUDING, WITHOUT LIMITATION, PERSONAL INFORMATION), YOUR CONTENT OR FILES STORED OR ARCHIVED IN THE LICENSED APPLICATIONS OR ON OUR SERVERS WILL BE AVAILABLE, ACCESSIBLE, SECURE, AND ACCURATE. THE ENTIRE RISK ARISING OUT OF YOUR USE OF OR PERFORMANCE OF THE LICENSED APPLICATIONS REMAINS WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Some jurisdictions do not allow the exclusions or limitations set forth above, and therefore, they may not apply to you.
- 10. DISCLAIMER OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR ANY OF OUR LICENSORS, AGENTS, ADVERTISERS, OR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, OR CONTRACTORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OR DISCLOSURE OF DATA, INTERRUPTION OF SERVICE, COMPUTER OR DEVICE FAILURE, DATA USAGE CHARGES, OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED APPLICATIONS WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO YOUR USE OF THE LICENSED APPLICATIONS OR ANY DEFECT IN OR DISSATISFACTION WITH THE LICENSED APPLICATIONS ARE TO UNINSTALL AND CEASE TO USE THE LICENSED APPLICATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY U.S. DOLLARS ($50.00).
THE LICENSED APPLICATIONS ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE LICENSED APPLICATION OR ANY PORTION OF THE LICENSED APPLICATION COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. SHOULD YOU USE THE LICENSED APPLICATIONS FOR ANY SUCH UNAUTHORIZED USE, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD THE FROXII PARTIES (AS DEFINED IN SECTION 17) HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING OUT OF, DIRECTLY OR INDIRECTLY, SUCH USE AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH SUCH UNINTENDED OR UNAUTHORIZED USE, EVEN IF SUCH CLAIM ALLEGES THAT FROXII WAS NEGLIGENT REGARDING THE DESIGN OR DEVELOPMENT OF THE LICENSED APPLICATION(S).
To protect your Personal Information, access to the Licensed Applications may require submission of login, password information and codes to create a user account (collectively and individually “Login and Password”). If required, the Login and Password are for your personal use only and are not transferable. You may not share your Login and Password with any other person or entity. You agree that you will be responsible for maintaining your Login and Password as confidential and for any activity that occurs as a result of your enabling or permitting another person or entity to use your Login and Password. If your Login and Password are lost, stolen, or you become aware of any unauthorized use of your Login and Password or of any other breach of security related to the Licensed Applications, you are responsible for resetting your Login and Password. If you are unable to access your account to reset your Login and Password, you agree to immediately notify Froxii. Froxii is not responsible or liable for, and you hereby waive any claim against Froxii in connection with, any loss or damage arising from your failure to comply with this Section 12.
We may charge you for some of our products or services. You agree to any terms (such as a minimum term of service, recurring subscription fees, or payment terms) to which you consent with respect to your purchase of such products or services. Standard text messaging rates may apply to communications sent or received via the Licensed Applications, and you agree to be solely responsible for any and all charges incurred on your behalf by any third party (including, without limitation, your mobile phone service provider). We may change the prices for products or services at any time by publishing those revised prices on the Licensed Applications. You agree that by continuing to use the product or service following such price adjustments you accept the new price(s).
We will not refund any fees, subscription fees, renewal fees, or credits associated with your account under any circumstances. You agree you are not entitled to any refund or credit for any fees, subscription fees, renewal fees, or credits paid related to any Licensed Applications.
We may, in our sole discretion and from time to time, add features or functions or provide bug fixes, patches, updates and upgrades to the Licensed Applications (collectively, "New Versions"). We may provide such New Versions automatically without notice. If you do not want to receive such New Versions automatically, do not use the Licensed Applications.
- 16. ELECTRONIC COMMUNICATIONS
By using the Licensed Applications, you consent to receiving electronic communications from us and other users. These communications are part of your relationship with us and may include notices about your account and information concerning or related to our services, New Versions, and other information about your account or service.
- 17. VIDEO, PHOTOGRAPHS, IMAGES, AND AUDIO CONTENT
By using the Licensed Applications with a webcam, computer, camera phone, or other photographic or video device or a microphone, and access to the Internet, you may transmit Your Content, including video, image, and audio content to other users. You hereby release, discharge, and agree to indemnify, defend, and hold us and our licensors, advertisers, agents, and affiliates and all of their respective officers, directors, managers, members, shareholders, and employees or contractors (collectively, with us, the "Froxii Parties") harmless from and against any and all claims and demands, including but not limited to any claims for copyright infringement, slander, libel, omissions, falsehood, obscenity, pornography, profanity, threat, defamation, violations of the right of privacy or right of publicity, or intrusion arising out of or in connection with Your Content.
By using the Licensed Applications, you give us a perpetual, irrevocable, royalty-free, non-exclusive, and worldwide license to take the actions described above. You confirm and warrant to us that you have all the rights, power, and authority necessary to grant the above license. You further understand that you will not receive any royalties or other reimbursement for permitting us to use Your Content in the manner described above.
Without limiting other remedies, we may limit, suspend, or terminate this license and your use of the Licensed Applications, prohibit access to and delete your user account, with immediate effect and without any notice to you, for any reason or for no reason, including if we believe that you are in breach of this Agreement, violating a third party’s privacy or publicity rights, engaging in Prohibited Behavior, or for any other or no reason, in our sole discretion. We may affect such termination by providing notice to you at the email address you have provided, or by preventing your access to your user account. We reserve the right to discontinue all support for the Licensed Applications, and for any features, services, or content accessible through the Licensed Applications at any time with or without cause. You may terminate this Agreement with or without cause. Upon termination of this Agreement by you or us: (i) all licenses and rights to use the Licensed Applications shall immediately terminate; (ii) you will immediately cease all use of the Licensed Applications; and (iii) you will immediately remove the Licensed Applications from all hard drives, networks, and other storage media and destroy all copies of the Licensed Applications in your possession or under your control.
- 19. APPLICABLE LAWS AND VENUE
The Licensed Applications and this Agreement (including without limitation the validity, construction, and performance of duties related to this Agreement) will be governed by and construed in accordance with the laws of the United States of America and the laws of the State of Illinois without giving effect to any principles of conflicts of laws. Venue with respect to any dispute (not subject to arbitration as provided below) between us and you will rest exclusively in the state or federal courts located in Chicago, Illinois. We make no representation that the Licensed Applications are appropriate or available for use outside the United States, and access to it from territories where it is illegal is prohibited. If you use the Licensed Applications to communicate with individuals outside the U.S., you are responsible for ensuring that such communications comply with applicable local laws. You may not use or export or re-export any materials or services related to the Licensed Applications or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to use the Licensed Applications from outside the United States, you do so on your own initiative and are responsible for compliance with applicable law. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE RELATING TO THIS AGREEMENT OR THE LICENSED APPLICATIONS MUST BE MADE OR INSTITUTED WITHIN ONE YEAR OF WHEN THE CAUSE OF ACTION OR CLAIM ACCRUED.
You shall first contact us regarding any claim or controversy arising out of or relating to the Licensed Applications, this Agreement, or any breach thereof. In the event such claim or controversy cannot be resolved informally, we may attempt in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration. Any claim or controversy arising out of or relating to the Licensed Applications, this Agreement, or any breach thereof, except such claims or controversies for which injunctive relief is available, that cannot be resolved by mediation within thirty (30) days shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You agree that, by accepting this Agreement, you waive the right to bring an action relating to the Licensed Applications or this Agreement or as part of a class action suit. The Federal Arbitration Act shall govern the interpretation and enforcement of this provision. Unless we agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. If the claim or controversy is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator(s), through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If the claim or controversy exceeds $10,000, the right to a hearing will be determined by the AAA Rules.
You agree to defend, indemnify, and hold us and our affiliates and all of our and their respective officers, directors, managers, members, shareholders, and employees harmless from and against all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your: (i) violation or breach of any term of this Agreement (including the scope of license and restrictions on use of the Licensed Applications), or any applicable law or regulation, whether or not referenced herein, (ii) violation of any rights of any third party, including but not limited to any Intellectual Property Rights of any third party, (iii) use or misuse of the Licensed Applications, including without limitation engaging in Prohibited Behavior, (iv) communication transmitted by the Licensed Applications, including without limitation Your Content, and (v) use or modification of the Licensed Applications.
- 22. DIGITAL MILLENNIUM COPYRIGHT ACT
Any person or entity that is a copyright owner or an agent thereof and believes that any content infringes upon such person or entity’s copyrights, may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the party submitting such notice, such as an address, telephone number, and, if available, an electronic mail;
- A statement that the submitting party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the submitting party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright infringement notifications must be directed to our Copyright Agent at Froxii LLC, 47 West Division Street, PMB 104, Chicago, Illinois 60610, USA, or email: firstname.lastname@example.org. If the submitting party fails to comply with all of the requirements of this Section, the DMCA notice may not be valid.
Counter-Notice. If you believe that Your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in Your Content, you may send a counter-notice containing the following information to the Copyright Agent:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Chicago, Illinois, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that submitting party that we may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the subscriber(s) or user(s) of the Licensed Application, the removed content may be replaced, or access to it restored, no earlier than ten (10) business days, and no later than fourteen (14) business days after receipt of the counter-notice.
- 23. MISCELLANEOUS PROVISIONS
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO ACCESS, DOWNLOAD, INSTALL OR USE THE LICENSED APPLICATION, YOU CONSENT TO BE BOUND BY THIS AGREEMENT.
Copyright © 2017 Froxii LLC