PLACESTER TERMS OF USE AND END USER LICENSE AGREEMENT

WHAT ABOUT MY PRIVACY?

Placester takes the privacy of its users very seriously. View the current Placester Privacy Policy.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please email support@placester.com.

WHAT ARE THE BASICS OF USING THE SERVICES?

You may be required to sign up for an account, and select a password and user name (“Placester User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Placester User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

If you’ll be using the Services in connection with an organization or entity that you represent, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). Otherwise, you represent and warrant that you are an individual of legal age to form a binding contract.

You will only use the Services for your own use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

YOUR USE OF THE SERVICES IS SUBJECT TO THE FOLLOWING ADDITIONAL RESTRICTIONS:

You represent, warrant, and agree that you will not contribute any Content or User Content (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

• Infringes or violates the intellectual property rights or any other rights of anyone else (including Placester);
• Violates any law or regulation, including any applicable export control laws;
• Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Jeopardizes the security of your Placester account or anyone else’s (such as allowing someone else to log in to the Services as you);
• Attempts, in any manner, to obtain the password, account, or other security information from any other user;
• Violates the security of any computer network, or cracks any passwords or security encryption codes;
• Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
• (a) Copies or stores any significant portion of the Content;
• (a) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

WHAT ARE MY RIGHTS IN THE SERVICES?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Content, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Placester’s) rights.

You understand that Placester owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

DO I HAVE TO GRANT ANY LICENSES TO PLACESTER OR TO OTHER USERS?

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Content.” In order to display your User Content on the Services, and to allow other users to see it, you grant us certain rights in those User Content. Please note that all of the following licenses are subject to our Placester Privacy Policy to the extent they relate to User Content that is also your personally-identifiable information.

For all User Content, you hereby grant Placester a license to translate, modify (for technical purposes, for example making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Content, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Content is not affected.

If you store User Content in your own personal Placester account, in a manner that is not viewable by any other user except you (“Personal User Content”), you grant Placester the license above, as well as a license to display, perform, and distribute your Personal User Content for the sole purpose of making that Personal User Content accessible to you and providing the Services necessary to do so.

If you share User Content publicly on the Services and/or in a manner that others can view (“Public User Content”), then you grant Placester the licenses above, as well as a license to display, perform, and distribute your Public User Content for the purpose of making that Public User Content accessible to viewers and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Content in connection with the Services and/or otherwise in connection with Placester’s business, provided that Placester will notify you if it uses your Public User Content for any reason other than displaying it in connection with the Services. Also, you grant all other users of the Services a license to access, view and download that Public User Content, and to use for their own internal, non-commercial purposes.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide. When you delete your Placester account or otherwise stop using the Services, it may not be possible to completely or immediately delete that content from Placester’s records, so your Public User Content may remain publicly available.

Finally, you understand and agree that Placester, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Content to conform and adapt those User Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

WHAT IF I SEE SOMETHING ON THE SERVICES THAT INFRINGES MY COPYRIGHT?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Placester, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review and learn how to report potentially infringing content.  View the complete Copyright Dispute Policy.

WHO IS RESPONSIBLE FOR WHAT I SEE AND DO ON THE SERVICES?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by Placester. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Placester is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Placester has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Placester will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Placester shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants using the Services, or between users and any third party, you agree that Placester is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Placester, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

WILL PLACESTER EVER CHANGE THE SERVICES?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

DO THE SERVICES COST ANYTHING?

We may allow limited use of the Services without charge; however, to access any of the features for which we charge fees, you will need to purchase one of the various Service plans offered by Placester (each, a “Plan”). Pricing for the Plans, and a description of the features associated with each Plan, is accessible to you on our website or elsewhere via the Services at the time of purchase and is subject to update upon any renewal of your subscription to the applicable Plan. You agree to pay Placester all subscription charges and any setup fees or overage charges (if applicable) as described on the Placester website, through an App, or in an order summary provided to you by Placester (collectively, the “Fees”) for each Plan you purchase. In order to set up an account with Placester, you must provide Placester with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, you give us permission to charge all Fees incurred through your account to the designated credit card via our third party payment processor. Alternatively, you may be required to pay for the Plans you purchase by using in-app payment functionality through a payment account associated with an app store or other third party marketplace, if such functionality is supported by Placester. In either case, you must pay all applicable Fees or we may suspend your access to the Services until your account is paid in full. Any such suspension shall not affect your obligation to pay applicable charges.

Pursuant to these Terms, you are purchasing a subscription for the Plan set forth in your initial order, and agreeing to use and pay for the same as set forth in these Terms for the entire initial term of the order (the “Initial Term”), and any renewal terms. We will notify you in advance either via email or through the Services of any fee changes applicable to any renewal terms. Your subscription will automatically renew at the end of each term unless you cancel your subscription by logging into your Account and following the cancellation instructions through the Services. You agree to be financially responsible for your use of the Services, including all authorized or unauthorized use of your Account.

REFUNDS

• Placester does not offer refunds
• We don’t offer refunds for partial months or unused accounts. In order to treat everyone equally, no exceptions will be made.
• We don’t offer refunds for renewal payments. Account holders are responsible for closing accounts they do not wish to renew PRIOR to the renewal date.
• Recurring Fees for the Services are charged in advance on a periodic basis and are non-refundable. There will be no refunds or credits for partial service periods, upgrade/downgrade refunds, or refunds for service periods unused with an open account.

All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Placester’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

WHAT IF I WANT TO STOP USING THE SERVICES?

You’re free to do that at any time by canceling Services, but keep in mind that there are no refunds for unused portions of the Services and fees will continue to accrue until the end of the then-current Plan subscription. All subsequent fees for the then-current Plan subscription will continue to be billed until your then-current Plan is paid in full.  If you have paid up-front for an annual subscription, you may cancel during the then-current Plan period, however you will not be issued a refund for the unused portion of that annual subscription.

Additionally, you will continue to have access to the Services  and Content associated with your account until the end of the then-current Plan.  If you do not wish to have access to the Services or your Content, you may pay the remaining amount due on your then-current Plan and request immediate termination of the Services and access to your Content. Please refer to our Placester Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Placester is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Placester has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Your right to use any particular Plan within the Services will also automatically expire if, when you signed up for that Plan, your subscription was only for a set period of time.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately by email at support@placester.com. We will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

WHAT ELSE DO I NEED TO KNOW?

Placester warranties that the service provided by Placester will comply with all applicable laws and regulations and will take corrective action in the event changing laws require such. Other than any warranties specifically made in this agreement, neither Placester nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Placester or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY COMPANY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COMPANY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL.  PLACESTER ALSO AGREES TO LIMIT YOUR LIABILITY TO THE SAME MONETARY AMOUNT DESCRIBED ABOVE.  IN THE CASE THAT A STATE DOES NOT ENFORCE THE LIMITATION ON LIABILITY STIPULATED HERE, IT WILL BE ADJUSTED THE MINIMUM AMOUNT REQUIRED TO COMPLY WITH STATE LAW.

Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold Placester, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Placester’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Boston, Massachusetts, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Boston, Massachusetts. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Placester may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Placester agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Placester, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Placester, and you do not have any authority of any kind to bind Placester in any respect whatsoever. You and Placester agree there are no third party beneficiaries intended under these Terms.

ON-DEMAND CREATIVE SERVICES

Placester is proud to provide on-demand creative services (the “Creative Services”) to users with a valid Placester User ID.  Please see our Creative Services page available here (the “Creative Services Page”) for all current offerings.

All Creative Services, including your purchase and use thereof, are subject to and expressly conditioned upon these terms and conditions (the “Creative Services Terms”) and Terms of Use and End User License Agreement (the “Terms”) which are hereby incorporated by reference.  The Creatives Services Terms are accepted by, and shall be deemed binding on you upon placing an order for Creative Services.   All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Terms.  In the event of any conflict between the Creative Services Terms and the Terms, the Creatives Services Terms shall control.

DEFINITIONS

Creative Services  means the services (including, for example, implementation, development, consulting or other professional services) available on our Creative Services Page.  All additions, customizations or other change requests shall be subject to the express prior written consent of Placester in its sole discretion, including any applicable additional fees upon prior notice to you.

Deliverable means any work product, including any documentation or other materials, resulting directly from the Professional Services which is specifically identified in the Creative Services Page.  For clarity any additions, customizations or other change requests shall not be included in the Deliverables unless expressly agreed to in writing by Placester.

Intellectual Property Rights  means all intangible, intellectual, proprietary and industrial property rights and all intangible embodiments and derivative works thereof, including any and all rights now known or hereafter existing in any jurisdiction throughout the world, in and to: (a) trademarks, trade names, service marks, slogans, domain names, uniform resource locators or logos; (b) copyrights, moral rights, and other rights in works of authorship; (c) patents and patent applications, patentable ideas, inventions and innovations; (d) know-how, sui generis database rights and trade secrets; and (e) registrations, applications, renewals, extensions, continuations, divisions or reissues of any of the foregoing.

Payments

Fees and Expenses.  Fees for Creative Services (the “Creative Services Fees”) are set forth on the Creative Services Page or as otherwise provided in a custom quote mutually agreed in writing by you and Placester (each, a “Quote”).  You agree to pay Placester all Creative Services Fees in the amounts, at the times, and subject to the terms specified in the Creative Services Page or in an applicable Quote.  Please note that any payment terms presented to you in the process of using or signing up for a Creative Service are deemed part of these Creative Services Terms.  All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Placester’s net income.

Billing. We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Creative Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Creative Services Terms. Currently, we use Paypal as our Payment Processor. You can access Paypal’s Services Agreement and Privacy Policy here and here.  We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use or order Creative  Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Creative Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

If you fail to pay the fees within the time periods specified in the Order Form, then, without limiting any of its other remedies under these Creative Services Terms or at law, Placester may immediately suspend provision of the Creative Services or delivery of the Deliverables until such time as those payments are made.  Unless otherwise expressly stated herein, all fees payable under these Creative Services Terms are non-cancellable and non-refundable.

INTELLECTUAL PROPERTY

Subject to your payment of the Creative Services Fees, and except for any Intellectual Property owned, used, or developed by Placester prior to your order for applicable Creative Service (collectively, “Placester IP”), you will own all Intellectual Property Rights in the Deliverables.  You agree to grant, and hereby grant to Placester, a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable right and license to fully exercise, practice, make, use, reproduce, distribute, commercialize or exploit in any other manner all such Intellectual Property Rights for Placester’s legitimate business purposes, including, without limitation, in support of providing Creative Services to other users.  All Placester IP shall remain the sole property of Placester.

WARRANTY AND DISCLAIMERS

Placester warrants that it will perform the Creative Services and prepare all Deliverables in a professional and workmanlike manner.  Any warranty claim under this section must be made in writing within fifteen (15) days after performance of the nonconforming Creative Service or the delivery of the non-conforming Deliverable.  Placester’s sole obligation and your exclusive remedy in respect thereof is the re-performance the nonconforming Creative Service or the re-preparation of the non-conforming Deliverable or, at Placester’s sole discretion, to terminate any order for Creative Services in respect of the nonconforming Creative Service or non-conforming Deliverable and refund to you the fees paid therefor.

EXCEPT FOR THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE DELIVERABLES AND ALL CREATIVE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  PLACESTER MAKES NO, AND HEREBY DISCLAIMS, ANY WARRANTIES REGARDING ANY THIRD PARTY PRODUCTS AND SERVICES (INCLUDING WITHOUT LIMITATION, SOFTWARE AND DATA) PROVIDED IN CONNECTION WITH ANY DELIVERABLE, CREATIVE SERVICES, OR UNDER THESE CREATIVE SERVICES TERMS.

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GENERAL PROVISIONS

All other issues related to the purchase, sale, delivery, use, and/or liability related to the Creative Services and Deliverables not expressly set forth herein shall be governed by the Terms or the Creative Services Page, including, without limitation, with respect to limitations of liability, indemnity, Content, User Content, assignment, choice of law, venue, arbitration and class action waiver.

You and Placester agree that these Creative Services Terms (including the Terms and any terms set forth on the Creative Services Page) are the complete and exclusive statement of the mutual understanding between you and Placester with respect to the Creative Services and any Deliverables, and that such terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Creative Services Terms.

PRIVACY POLICY

Placester, Inc. (“Placester”) knows that you care about how your personal information is used and shared, and we take your privacy seriously. Please read the following to learn more about our privacy policy. By visiting or using Placester’s website, services, applications (including Placester’s application programming interface (“API”) and any other linked pages, features or content offered from time to time by Placester in connection therewith, (collectively, the “Service”), you acknowledge that you accept the practices and policies outlined in this Privacy Policy.

WHAT DOES THIS PRIVACY POLICY COVER?

This Privacy Policy covers Placester’s treatment of personally identifiable information (“Personal Information”) that Placester gathers when you are accessing or using Placester’s Service. Please note that the Service, as used in this privacy policy, refers to Placester’s real estate marketing and website hosting service and the websites Placester operates on its own behalf. It does not apply to, and “Service” does not include, sites hosted by Placester for customers of the Service. The privacy practices relating to information collected via those sites, which are hosted by Placester but whose operation is the responsibility of third party Placester’s customers, is covered by the privacy policy posted on the applicable third party sites. In addition, this policy does not apply to the practices of companies that Placester does not own or control, or to individuals that Placester does not employ or manage.

In addition, the Service contains links to outside sources, both ones we have added ourselves and ones that members have submitted. While we attempt to provide links only to those sites that share our respect for your privacy, we cannot take responsibility for the content or privacy policies of those sites. We encourage you to carefully review the privacy policies of any web sites you visit.

We do not knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, please do not attempt to register for the Service or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at support@placester.com.

WHAT PERSONAL INFORMATION DOES PLACESTER COLLECT?

The information we gather from customers enables us to personalize and improve our Service and to allow our users to set up a user account and profile that can be used to share content and interact with others. In connection with the Service, we collect the following types of information from our customers.

PERSONAL INFORMATION YOU PROVIDE TO US:

We receive and store any information you enter on our Service or knowingly provide to us in any other way. The types of Personal Information collected include your name, company name, user name, address, phone number, and email address. The Personal Information you provide is used to allow you register an account with the Service and to for communicating with you about the Service and new features, products and promotions, as well as select promotions from our partners and advertisers that we think will be of interest to you. We may also draw upon this Personal Information in order to adapt the services of our community to your needs, to research the effectiveness of our network, and to develop new tools for the community.

PERSONAL INFORMATION YOU PROVIDE TO US IN A MOBILE APP

We receive and store any information entered inside our Mobile Application or knowingly provided to us in any other way. The types of Personal Information collected include your full name, email address, encrypted password, device ID, and used version of the app. Information gathered through the Mobile Application is used to communicate with you about new features and Service in general, as well as to gather analytical data used to improve the app functionality. Application might ask for additional pieces of information, but not providing them to us is not limiting application functionality in any way. Users can provide us with such information using chat feature, which is built inside the app, and which allows them to talk with our representatives. You can authorize our Mobile Application with other third-party providers. Generally, whenever that’s the case, they will need to collect proper Personal Information needed to identify you. You can find their individual Privacy Policies below.

1. Google Play
2. Apple

PERSONAL INFORMATION COLLECTED AUTOMATICALLY:

We receive and store certain types of information whenever you interact with our Service. Placester automatically receives and records information on our server logs from your browser including your IP address, cookie information, browser information and the page you requested or parts of the Service you accessed.

Generally, our service automatically collects usage information, such as the numbers and frequency of visitors to our site and its components, similar to TV ratings that indicate how many people watched a particular show. Placester uses this information internally to understand usage trends and improve the Service, but only discloses this data in aggregate form, that is, as a statistical measure, and not in a manner that would identify you personally. We may provide aggregate information to our partners about how our customers, collectively, use our site.

Your browser may offer you a “Do Not Track” option, which allows you to signal to operators of websites and web applications and services (including behavioral advertising services) that you do not wish such operators to track certain of your online activities over time and across different websites. Our Service does not support Do Not Track requests at this time, which means that we collect information about your online activity both while you are using the Services and after you leave our Services.

EMAIL COMMUNICATIONS:

We may receive a confirmation when you open an email from Placester if your computer supports this type of program. Placester uses this confirmation to help us make emails more interesting and helpful and improve our service.

WHAT ABOUT COOKIES?

Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive through your browser to enable our systems to recognize your browser and tell us how and when pages in our site are visited and by how many people. Placester cookies do not collect Personal Information, and we do not combine the general information collected through cookies with other Personal Information to tell us who you are or what your screen name or email address is.

Most browsers have an option for turning off the cookie feature, which will prevent your browser from accepting new cookies, as well as (depending on the sophistication of your browser software) allowing you to decide on acceptance of each new cookie in a variety of ways. We strongly recommend that you leave the cookies activated, however, because cookies enable you to take advantage of some of our Service’s most attractive features.

Ads appearing on the Service may be delivered to users by our advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by Placester and does not cover the use of cookies by any advertisers.

SHARING PERSONAL INFORMATION THROUGH THE SERVICE

Please remember that if you choose to provide personal information in a way that is accessible to others, that information may be available to other Placester users and visitors of sites hosted by Placester as part of the Service. Individuals reading this publicly posted information may use or disclose it to other individuals or entities without our control and without your knowledge. Therefore, when using community message boards, discussion groups, or posting content in any other public-facing manner, we urge you to think carefully about including any specific information that might be used to identify you or any other information you deem private.

The Service allows you to connect with certain third party services. When you send information to such third party services, such information is no longer under the control of Placester and is subject to the terms of use and privacy policies of such third parties.

WILL PLACESTER SHARE ANY OF THE PERSONAL INFORMATION IT RECEIVES?

Personal Information about our customers is an integral part of our business. We neither rent nor sell your Personal Information to anyone. We may share your Personal Information only as described below.

Affiliated Businesses We Do Not Control: We are affiliated with a variety of businesses and work closely with them. In certain situations, these businesses sell items to you through Placester’s Service. In other situations, Placester provides services, or sells products jointly with affiliated businesses. You can easily recognize when an affiliated business is associated with your transaction, and we will share your Personal Information that is related to such transactions with that affiliated business, if you have agreed to be solicited by marketing partners during the registration process.

Agents: We employ other companies and people to perform tasks on our behalf and need to share your information with them to provide products or services to you. Unless we tell you differently, Placester’s agents do not have any right to use Personal Information we share with them beyond what is necessary to assist us. You hereby consent to our sharing of Personal Information for the above purposes.

Communication in response to content that you post via the Service: As part of the Service, you will receive from Placester email and other communication relating to your content that you post via the Service. You acknowledge and agree that by posting such content, Placester may send you email and other communication that it determines in its sole discretion are relevant to you.

Promotional Offers: We may send offers to you on behalf of other businesses. However, when we do so, we do not give the other business your name and address. If you do not wish to receive these offers, please send an email with your request to marketing-academy@placester.com. We may provide certain of your Personal Information to third parties if you affirmatively allow us to do so by opting in to an offer we make to you.

Business Transfers: In some cases, we may choose to buy or sell assets. In these types of transactions, customer information is typically one of the business assets that is transferred. Moreover, if Placester, or substantially all of its assets were acquired, or in the unlikely event that Placester goes out of business or enters bankruptcy, customer information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of Placester may continue to use your Personal Information as set forth in this policy.

Protection of Placester and Others: We reserve the right to access, read and release Personal Information when we believe in good faith that release is necessary to comply with that law; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of Placester, our employees, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

With Your Consent: Except as set forth above, you will be notified when your Personal Information may be shared with third parties, and will be able to prevent the sharing of this information.

IS PERSONAL INFORMATION ABOUT ME SECURE?

Your Placester account Personal Information is protected by a password for your privacy and security. You need to prevent unauthorized access to your account and Personal Information by selecting and protecting your password appropriately and limiting access to your computer and browser by signing off after you have finished accessing your account.

Placester endeavors to protect user information to ensure that user account information is kept private, however, Placester cannot guarantee the security of user account information. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.

The Service may contain links to other sites. Placester is not responsible for the privacy policies and/or practices on other sites. When linking to another site you should read the privacy policy stated on that site. This Privacy Policy only governs information collected on the Service.

WHAT PERSONAL INFORMATION CAN I ACCESS?

Placester allows you to access the following information about you for the purpose of viewing, and in certain situations, updating that information. This list will change as our Service changes.

• Username and password
• Email address
• User profile information

DELETING YOUR ACCOUNT

Should you ever decide to delete your Placester account, you may do so by emailing the request to support@placester.com. If you terminate your account, your profile will be removed from the site and deleted from Placester’s servers. Because of the way we maintain Placester, such deletion may not be immediate, and residual copies of your profile information or posts may remain on backup media.

WHAT CHOICES DO I HAVE?

• As stated previously, you can always opt not to disclose information to use, even though it may be needed to take advantage of certain Placester features.
• You are able to add or update certain information on pages, such as those listed in the “What Personal Information Can I Access” section above. When you update information, however, we may maintain a copy of the unrevised information in our records.
• You may request deletion of your Placester account by sending an email to support@placester.com. Please note that Placester will need to verify that you have the authority to delete the account, and some information may remain in our records after deletion of your account.
• If you do not wish to receive email or other mail from us, please notify us at support@placester.com. Please note that if you do not want to receive legal notices from us, such as this Privacy Policy, those legal notices will still govern your use of the Placester Service, and you are responsible for reviewing such legal notices for changes.

CHANGES TO THIS PRIVACY POLICY

Placester may amend this Privacy Policy from time to time. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is collected. If we make changes in the way we use Personal Information, we will notify you by posting an announcement via the Service or sending you an email. Users are bound by any changes to the Privacy Policy when he or she uses the Service after such changes have been first posted.

QUESTIONS OR CONCERNS

If you have any questions or concerns regarding privacy at Placester site, please send us a detailed message to: support@placester.com. We will make every effort to resolve your concerns.

API LICENSE

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS BETWEEN YOU (“PUBLISHER”) AND PLACESTER, INC. (“PLACESTER”), AND CONTAINS THE TERMS PURSUANT TO WHICH PUBLISHER ACCESSES AND PUBLISHES PLACESTER CONTENT (AS DEFINED BELOW). BY USING THE PLACESTER API TO ACCESS PLACESTER CONTENT, PUBLISHER IS UNCONDITIONALLY CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT USE THE PLACESTER API TO RECEIVE ANY PLACESTER CONTENT.

1. INTRODUCTION.

Placester provides an online real estate listing service (the “Service”). Publisher is a real estate listing service or other person or entity that desires to publish real estate related information, images, graphics, statistics, data and other content available through Placester application programming interface (such content, “Placester Content” and such application programming interface, the “Placester API”) on its website or in another electronic or print format (“Publisher Listings”).

2. PLACESTER API.

Publisher’s use of the Placester API is subject to all the terms and conditions of the Placester, Inc. API License Agreement, located at http://developer.placester.com which is hereby incorporated by reference.

3. LICENSE.

Placester hereby grants to Publisher a non-exclusive, worldwide, license to access, use, reproduce, distribute, cache, replicate, transmit, modify (solely as described herein) and display Placester Content solely in connection with Publisher Listings. Publisher shall not modify the Placester Content, except such modifications as may be necessary to adapt the form of the Placester Content for inclusion in Publisher Listings (and which do not affect the substance of the Placester Content). Publisher acknowledges and agrees that as between Placester and Publisher, Publisher owns all right, title and interest in the Placester Content and nothing in this Agreement confers in Publisher any right of ownership in the Placester Content.

4. NOTICE AND TAKEDOWN.

Placester may from time to time reasonably determine that there is a bona fide legal issue or other business reason necessitating withdrawal of the Placester Content. In that event Placester will provide Publisher with written notice and Publisher will remove such content from the Publisher Website as soon as commercially practicable but in no event any later than twenty-four (24) hours following Publisher’s receipt of such notice.

5. PUBLISHER OBLIGATIONS.

Publisher will not (a) except as expressly permitted in this agreement, modify, adapt or create derivative works of any Placester Content; (b) display any Placester Content in connection with any Objectionable Content. As used herein, “Objectionable Content” shall mean any material that is (w) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (x) facilitates illegal activity; (y) depicts sexually explicitly images; or (z) promotes unlawful violence or discrimination based upon race, gender, color, creed, age, sexual orientation, disability, or any other illegal activities (all of the foregoing, “Objectionable Content”). Publisher shall defend, indemnify, and hold Placester harmless from any liability, damages, costs and expenses, including reasonable attorneys’ fees, relating to a third party claim that is related to or in connection with Publisher’s failure to comply with the obligations set forth in this Section.

6. CONSIDERATION.

• Certain items of Placester Content may be associated with a bid amount (such content, “Monetizable Content”). For such Monetizable Content, Placester shall pay Publisher the applicable bid amount upon completion of certain actions (as further described below, “Monetizable Actions”) by Bona Fide Users. As used herein, “Bona Fide Users” means third party users or readers of Publisher Listings (not including Publisher’s employees, officers, directors, contractors, agents or affiliates) that are genuinely interested leasing or purchasing real property within the next two (2) months, as determined in Placester’s reasonable discretion. The following shall be Monetizable Actions: (a) a Bona Fide User requests and receives contact information associated with an item of Monetizable Content, (b) a Bona Fide User requests that his or her contact information (including first name, last name, e-mail address and phone number) is provided to a real estate company associated with an item of Monetizable Content, and such contact information is actually provided, and (c) a Bona Fide User makes a telephone call of at least ten (10) seconds in duration to the contact information he or she receives in connection with an item of Monetizable Content.
• The foregoing amounts shall be payable on a quarterly basis, in the next calendar quarter that is at least thirty (30) days after completion of the corresponding Monetizable Action.

7. TERM AND TERMINATION.

The initial term of this Agreement will commence on the initial date that Publisher accesses the API to receive Placester Content and will continue until terminated. This Agreement may be terminated by either party at any time, for any reasons, upon ten (10) days prior written notice to the other party. Sections 8-10 of this Agreement, the indemnification obligations set forth in Section 5 and all accrued rights to payment shall survive termination or expiration of this Agreement. Termination of this Agreement shall terminate the licenses granted hereunder.

8. DISCLAIMER.

NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

9. LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) AGGREGATE DAMAGES IN EXCESS OF THE AMOUNTS PAID BY PLACESTER TO PUBLISHER HEREUNDER.

10. MISCELLANEOUS.

The parties are independent contractors and not joint venturers or partners, and neither party shall have the authority to bind the other. This Agreement may be executed in one or more counterparts, each of which shall be deemed and original, and together shall constitute one in the same instrument. Any notices to be given hereunder by either party to the other may be hand delivered or sent by overnight courier to the parties’ addresses as set forth herein (or to such other address designated by a party). This Agreement supersedes all other agreements between the parties with respect to the subject matter hereof. Placester reserves the right, in its sole discretion to modify this Agreement at any time by posting a notice to Placester.com. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and any Publisher’s accessing Placester Content through the Placester API following any such notification constitutes Publisher’s acceptance of the terms and conditions of this Agreement as modified. This Agreement may be modified, amended or superseded only by a written document signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. This Agreement may not be assigned by Publisher without the prior written consent of Placester. This Agreement shall be binding upon, and inure to the benefit of, any successor or permitted assign of the parties. The parties agree that if any provision of this Agreement is or becomes unenforceable or invalid for any reason, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of the Agreement shall be binding and in full force and effect. No delay or omission by any party enforcing any of its rights or remedies hereunder will impair such rights or remedies or be deemed to be a waiver thereof. No waiver of any rights or remedies hereunder will be deemed to be a continuing waiver of such rights or remedies.

COPYRIGHT DISPUTE POLICY

In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

Remember that your use of Placester’s Services is at all times subject to the Terms of Use, which incorporates this Copyright Dispute Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Use.

• Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Placester’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
• Identification of works or materials being infringed;
• Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Placester is capable of finding and verifying its existence;
• Contact information about the notifier including address, telephone number and, if available, email address;
• A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

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• Once Proper Bona Fide Infringement Notification Is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
• remove or disable access to the infringing material;
• notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
• terminate such content provider’s access to the Services if he or she is a repeat offender.

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• Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
• A physical or electronic signature of the content provider;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
• Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Placester is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Placester may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Placester may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Placester’s discretion.