Terms and Conditions

Effective Date: November 9, 2022

Thank you for visiting ResoluteSquare.com.

This Terms of Service Agreement (these “Terms”) governs your use of the https://resolutesquare.com website, any other website with links to these Terms, and all mobile websites and applications associated therewith (collectively, the "Site"). The Site is provided to you by Resolute Square, PBC, a Delaware public benefit corporation (“Resolute Square”, “we" or "us"). Unless explicitly stated otherwise, any new platforms, features or functionality made available to the public by Resolute Square shall be subject to these Terms which constitute a binding legal contract between you and us. 

These Terms set forth the legally binding terms for your use of the Services whether you are simply a “Visitor” (which means you are just browsing the Services), or an “Authorized User”, which means you have registered to use them, or a “Subscriber”, which means you have a premium access account, for which we may charge an access fee. Collectively, Visitors, Authorized Users and Subscribers are referred to as “Users” or individually as a “User” or “you”. By accessing or using the Services, clicking on the “I accept” button, and/or downloading our Mobile Application, you are accepting these Terms (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into this Terms of Service Agreement (on behalf of yourself or the entity that you represent). You may not access or use the Services if you are not at least 18 years old. If you do not agree with all of the provisions of Terms of Service Agreement, do not access and/or use the Services.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE MOST DISPUTES.
THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
The Internet is an evolving medium. If we need to change these Terms at some point in the future, we'll post the modified Terms of Service Agreement on this Site and update the Effective Date of the policy to reflect the date of the changes. Except as explicitly provided otherwise herein, by continuing to use the Site after we post any such changes, you accept the Terms of Service Agreement as modified.

We reserve the right to deny access to this Site, or any service provided via this Site, to anyone who violates these Terms or who, in our sole judgment, interferes with the ability of others to enjoy this Site, or infringes our rights or the rights of others.

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Site in any manner, and each of your heirs, assigns, and successors.

A. PRIVACY


1. We respect the privacy of the users of our Site. Please take a moment to review our Privacy Policy, which is incorporated into these Terms by reference.

B. INTELLECTUAL PROPERTY RIGHTS


1. Our Limited License to You. The materials available through this Site are our property, or the property of our affiliates or licensors, and are protected by copyright, trademark and other intellectual property laws. You may use the Site, and materials on the Site, for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. You may not decompile or reverse engineer any part of the Site. You may not otherwise download, republish, retransmit or reproduce any of the materials (including any video or still photographs) without the prior written consent of the owner of such materials. You may not distribute copies of materials found on this Site in any form (including by email or other electronic means) without prior written permission from the owner. You may not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. You may not access the Site in order to build a similar or competitive website, product, or service. Of course, you're free to encourage others to access the information themselves on our Site (in accordance with these Terms) and to tell them how to find it.

2. Your License to Us. The Site may include interactive features that allow you to post, submit, publish, display, or transmit material to the Site and/or to other Site users (“User Content”). By submitting User Content to us, you are representing and warranting that you are the owner of the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. By submitting User Content to any public posting areas of this Site, such as any message boards, classifieds, forums, or community publishing areas, you agree that we, including our partners, agents, affiliates and service providers (collectively, "Third Party Providers"), may reproduce, modify, and distribute such User Content as we see fit in any medium and for any purpose. You grant us a non-exclusive, unlimited, irrevocable, fully-paid, royalty-free, world-wide, universal, transferable, assignable license to reproduce, modify, adapt and publish such User Content on the Site. You also grant us the royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use or reuse, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, broadcast, transmit, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You also agree that we, including our Third Party Providers, may identify you as the author of any of your postings by name, email address or screen name as we see appropriate. We also reserve the right (but assume no obligation) to delete, move, or edit any User Content that comes to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. Resolute Square has no liability to Users for any User Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Site. Specifically, Resolute Square shall not be liable for any errors related to any User Content. 

3. Additional Guidelines for User Content
Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content. When submitting any User Content you agree to the following:

  • You agree that User Content submitted is truthful, up-to-date, and accurate;
  • You agree not to submit any User Content that contains any confidential information;
  • You agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;
  • You agree not to submit any User Content that is considered spam or politically controversial; and
  • You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you have violated any of our User Content Guidelines or if you we believe that any User Content may harm the Site, your access to the Site may be suspended or terminated.

4. Storage and Monitoring of User Content.
Resolute Square shall have the right, but not the obligation, to monitor all User Content on the Site at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Resolute Square shall have the right, but not the obligation, to remove or disable access to any User Content at its sole discretion. Resolute Square may offer reasonable amounts of storage for User Content but is not obligated to do. Resolute Square is specifically not liable for any User Content stored on the Site and shall not be responsible for maintaining or making any User Content stored on the Site available to User at any time. User is solely responsible and liable for any User Content storage and/or backups and shall release Resolute Square from any responsibility or liability for any User Content stored on the Site. Resolute Square shall have no liability to User for any missing, incomplete, or otherwise unavailable User Content.

5. Trademarks. The Resolute Square trademarks, service marks, product and service names, and other indicia (the "Resolute Square Marks") are the property of Resolute Square. You agree not to display or use in any manner any of Resolute Square Marks without our prior written permission.

6. Links. You may establish a hypertext link to this Site so long as the link does not state or imply any sponsorship of or affiliation with you or your site by us.

7. No Framing. You may not, without our prior written permission, frame any of the content of the Site, or incorporate into another website or other service any material, content or intellectual property belonging to us, or our affiliate companies, or any of their licensors.

8. Associated Press Materials. Some of the material on our Site may be provided by the Associated Press. The following provision applies to all visitors (which shall include persons and representatives of legal entities, whether such representatives are persons or digital engines of a kind that crawls, indexes, scrapes, copies, stores or transmits digital content). By accessing this Site, you specifically acknowledge and agree that (1) Associated Press text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium; (2) no Associated Press materials nor any portion thereof may be stored in a computer except for personal and non-commercial use; (3) the Associated Press will not be held liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing; (4) the Associated Press is an intended third party beneficiary of these terms and conditions and it may exercise all rights and remedies available to it; and (5) the Associated Press reserves the right to audit your use of AP materials or any portion thereof at any time.

9. Future Releases and Updates. Unless otherwise indicated, any future release, update, or addition to the Site’s functionality will be subject to these Terms. 

C. ONLINE PURCHASES


1. Free or Discounted Trials. Resolute Square may offer the Site or any portion of the Resolute Square Services on a free trial or discounted basis. Resolute Square reserves the right to discontinue any free or discounted trials at any time and without liability to us. Where you have signed up for a free trial, you agree at the expiration of your free trial you may be automatically subscribed to the Resolute Square Services and your payment method on file may be charged.

2. Subscriber Payments. Subscriber agrees to pay for all costs, fees, and taxes listed when purchasing a subscription or access to the Site or any portion thereof, including any recurring subscriptions. Where you have properly paid for a subscription, we shall grant you access to the Services covered by such subscription. In addition, Subscriber agrees to timely pay any and all fees as charged. Subscriber may upgrade or downgrade its subscription at any time. Where applicable, you must agree to our third party payment processors’ terms and conditions for processing payments. Unless otherwise expressly stated, all prices are listed in US Dollars. All information that you provide in connection with a payment or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Resolute Square may suspend or terminate your access to the paid portions of the Site and the associated Resolute Square Services, without liability to us.

3. Automatic Payments. IF YOUR ACCOUNT HAS BEEN SET UP FOR AUTOMATIC BILLING, RESOLUTE SQUARE MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR AUTOMATIC PAYMENT VIA THE SITE OR AT support@resolutesquare.com. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT YOUR SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION) UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION.

4. Refunds for Subscription. We want you to be satisfied with the Resolute Square Services; however, we do not offer refunds at this time. If you have any questions regarding the subscription or our policies, please contact us.

5. Taxes. Where Resolute Square does not charge you taxes for any payments, you agree to pay any and all applicable taxes. Subscriber agrees that Resolute Square cannot and will not provide Subscriber with any tax advice; any such questions should be directed to Subscriber’s tax attorney or other tax professional.

6. Pricing and Price Increases. The pricing for all paid subscriptions is listed on the Resolute Square Site or within your account. Additionally, Resolute Square may increase the price of any paid subscriptions or Resolute Square fees charged, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Resolute Square shall notify you and you will have the chance to accept or reject any price increase. Please notify us if you intend to reject a price increase. Where you have rejected a price increase this Agreement may be terminated immediately at our discretion. You agree that Resolute Square has no obligation to offer any services for the price originally offered to you at sign up.

7. Subscriber Account Holds. From time to time, Resolute Square may place a hold (“Hold”) on a Subscriber’s account. Some of the reasons that we may place a Hold on Subscriber’s account include but are not limited to the following: (a) if we have reason that your services offered or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (b) at the request of our payment processors or due to delayed payment; or (c) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Subscriber’s access to the Site while such Hold is in place.

8. Termination of Your Subscription. You may cancel your subscription at any time by contacting us. Please be aware that upon termination of your account, access to all or portions of our Site may be immediately disabled and any User Content stored may not be retained. We may terminate this Agreement with you if we determine that: (a) you have violated any applicable laws while using our Site; (b) if you have violated any portion of this Agreement or any of our Site policies; or (c) if we believe that any of your current or future actions may legally harm Resolute Square, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.  

D. REGISTRATION


1. To access certain features of our Site, you may be asked to register with us on the form provided and such registration may require you to provide certain personally identifying information, such as your name, address and email address, and also may ask you to provide certain demographic information such as your gender and date of birth. You agree that you will register only if you are 18 years or older (or 16 years or older if you are in the European Economic Area).

2. You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration form, and you will update your information to keep it true, accurate, current and complete. Your account is nontransferable except with Resolute Square’s written permission and consistent with Resolute Square’s then-current policies and procedures. If we have reasonable grounds to suspect that such information you provide is untrue, inaccurate or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy. 

3. If you access the Services through an social networking service (“SNS”), you may link your Account with SNS Accounts by allowing us to access your SNS Account, as permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to grant Resolute Square access to your SNS Account without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating us to pay any fees or making Resolute Square subject to any usage limitations imposed by such third-party service providers. By granting us access to any SNS Accounts, you understand that we may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your SNS Accounts. Unless otherwise specified in this Agreement, all SNS Content shall be considered to be Your Content for all purposes of the Agreement. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account for the Services. Please note that if an SNS Account or associated service becomes unavailable or our access to such SNS Account is terminated by a Third-Party Service Provider, then SNS Content will no longer be available on and through the Services. YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.

E. PASSWORDS


To use certain features of the Site, you will need a user ID and password, which you will create through the Site's registration process. You are responsible for maintaining the confidentiality of the password and account and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.

F. MODIFICATIONS TO THE SITE AND TO THESE TERMS


1. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

2. These terms are subject to occasional revision. If we make any material changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately for new Users of the Sits and for Users who are Visitors and will be effective thirty (30) calendar days following our posting of notice of the changes on our Site for Authorized Users and/or Subscribers, or thirty (30) days after dispatch of an e-mail notice of such changes (if applicable) to such Authorized Users or Subscribers. Continued use of our Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

G. TERMINATION


1. You agree that, in our sole discretion, we may terminate your password, account (or any part thereof), subscription, membership on any survey panel we may create, or use of the Site (in whole or in part), and remove and discard any User Content for any reason, including, without limitation, due to discontinuance of a service or for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. You agree that we shall not be liable to you or any third-party for any termination of your password, account (or any part thereof) or use of the Site, or any removal of any User Content.

H. THIRD-PARTY SITES


1. The Site may provide, or third parties may provide, links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, including, without limitation, advertising, products, or other materials, on or available from such sites or resources. 
2. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, advertising, products, materials, goods or services available on or through any such site or resource.

I. INTERACTIVE FEATURES


1. This Site may include a variety of features, such as livestream video, bulletin boards, web logs, chat, which allow communication with and feedback to us and real-time interaction between and among users, and other features which allow users to communicate with others (collectively “Communication Tools”). Responsibility for what is posted on or through these Communication Tools lies with each user - you alone are responsible for the material you post or send. We do not control the messages, information, files, or other User Content that you or others may provide through the Site. It is a condition of your use of the Site that you do not: 

  • Restrict or inhibit any other user from using and enjoying the Service.
  • Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • Interfere with or disrupt any servers or networks used to provide the Site or its features, or violate any requirements, procedures, policies or regulations of the networks we use to provide the Site.
  • Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.
  • Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means.
  • Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
  • Use any automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
  • Use the Site to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
  • Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.
  • Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component.
  • Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes.
  • Use the Site to advertise or solicit to anyone to buy or sell products or services, or to make donations of any kind, except to Resolute Square, or as may be otherwise expressly authorized by us.
  • Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site. 


2. You understand that we have no obligation to monitor any Communication Tools (e.g., bulletin boards, chat streams, video, web logs), or other areas of the Site through which users can supply information or material. Notwithstanding the foregoing, we reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms. 

3. We also reserve the right to deny access to the Site or any features of the Site to anyone who violates these Terms or who, in our sole judgment, interferes with the ability of others to enjoy our website or infringes the rights of others. 

4. You further agree that you will not collect personal data about, or the email addresses of, other Site users for commercial or unlawful purposes or for purposes of sending unsolicited commercial email, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, or take or cause to be taken any action that disrupts the normal flow of postings and dialogue on the Site (such as submitting an excessive number of postings), or that otherwise negatively affects other users' ability to use and enjoy the Site. 

5. You acknowledge and agree that we may preserve content and materials submitted by you, and may also disclose such content and materials if required to do so by law or if, in our business judgment, such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any content or materials submitted by you violates the rights of third parties; or (d) protect the rights, property, or personal safety of Site users and/or the public. 

6. You understand that the technical processing and transmission of the Site, including content submitted by you, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7. You agree to indemnify and hold Resolute Square, its subsidiaries, affiliates, licensors and other partners, and the directors, officers, agents and employees of each, harmless from any liability of any nature arising out of or related to any content or materials submitted to or displayed on the Site by you or by others using your user account.

J. SURVEYS


1. From time to time, we may invite users to participate in surveys or join a survey panel, and we may also operate specialized sites to collect survey data (“Survey Sites”). We rely on accurate data that reflect the true opinions of our users. When answering any surveys, you agree to provide true and accurate information, including without limitation, personal data and demographic profile information.

2. You agree that submission of any survey responses, remarks, suggestions, ideas, graphics, or other information or content you provide to us in connection with a survey (“Survey Responses”) is at your own risk and that we have no obligations with respect to such Survey Responses. 

3. You represent and warrant that you have all rights necessary to submit the Survey Responses and to grant us the following license. You hereby grant to Resolute Square and our affiliates a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Survey Responses without compensation to you or any other person or entity.

4. By responding to a survey or becoming a member of a survey panel or Survey Sites, you agree that you will hold in strict confidence and not disclose to any other parties information learned in connection with any surveys. You agree you will use the information contained in any surveys solely for the purpose of discussing and providing research related data to us, and third parties we may work with. You shall notify us by contacting support@resolutesquare.com should you discover any loss or unauthorized disclosure of the information. The kind of information you may learn in connection with a survey may include, without limitation, proprietary information, media content, strategy and political or other plans, projections, trade secrets, unique techniques, sketches, drawings, works of authorship, models, inventions, know-how, research, experimental work, development, design details and specifications, and other confidential information.

K. GENERAL PRACTICES REGARDING USE AND STORAGE OF CONTENT


1. You acknowledge that we may establish general practices, limits and restrictions concerning use of the Site, and the posting of User Content. These restrictions may include a limit on the number of days that submitted content (e.g., message board postings) will be displayed on the Site and/or retained by us, the maximum storage space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. 

2. We assume no responsibility or liability for the deletion, corruption, or loss of any User Content, or for our failure to receive or store submitted content for any reason, including without limitation malfunctioning of any network, hardware, or software. 

3. We reserve the right to change these general practices, limits, and restrictions at any time, in our sole discretion, with or without notice.

L. NOTICE OF COPYRIGHT INFRINGEMENT


1. If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform our designated copyright agent by email to copyright@resolutesquare.com. Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number, and email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement. 

2. Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere in these Terms or on the Site.

3. Before submitting a notification, please be aware that intentionally submitting a misleading or fraudulent report may lead to liability for damages under section 512(f) of the United States Digital Millennium Copyright Act (DMCA) or similar laws as may be applicable in other countries.

4. If you submit a report or infringement notification to us, we may contact you if we have additional questions about your report or notification. Please note that Resolute Square is not in a position to adjudicate disputes between third parties, and may not be able to remove the content or suspend the account you reported. As an alternative, you may want to contact the person who posted the content or owns the account to try to resolve your issue directly.

M. FEEDBACK


1. By sending us any feedback, comments, questions, or suggestions concerning Resolute Square or our services, including the Site (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. 

2. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Resolute Square and its users any claims and assertions of any moral rights contained in such Feedback.

3. This Feedback section shall survive any termination of your account or the Site.

N. WARRANTY DISCLAIMERS


1. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS SITE AND ALL MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE, OUR AFFILIATES, AGENTS, AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH THE SITE, NOR DO WE GUARANTEE THAT THE MATERIALS, INFORMATION, OR SERVICES WILL BE ERROR-FREE, SECURE, OR CONTINUOUSLY AVAILABLE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (IV) ANY ERRORS IN THE SITE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT.

O. INDEMNITY AND RELEASE


1. You agree to release, defend, indemnify and hold us, Resolute Square and our subsidiaries, affiliates, licensors and other partners, and the directors, officers, agents, and employees of each, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your misuse of the Site, your User Content, your violation of these Terms, or your violation of any rights of another.

2. Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify and hold us, Resolute Square and our subsidiaries, affiliates, licensors and other partners, and the directors, officers, agents, and employees of each, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your violation of these Terms.

3. If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

4. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

P. LIMITATION OF LIABILITY


1. UNDER NO CIRCUMSTANCES SHALL WE OR OUR AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (A) YOUR USE OF, OR INABILITY TO USE, THE SITE, OR (B) ANY MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH THE SITE. (BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION.) 

2. THE FOREGOING LIMITATION OF LIABILTY DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.

3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

Q. ARBITRATION AGREEMENT


1. Please read the following section carefully. It requires you to arbitrate disputes with Resolute Square, and limits the manner in which you can seek relief from us. 

2. Scope of Arbitration Agreement. You agree that any dispute or claim against Resolute Square or its affiliates, subsidiaries, owners, officers, directors, employees, agents, or representatives relating in any way to your access or use of the Site, to any products or services sold or distributed through the Site, or to any other aspect of your relationship with Resolute Square will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (b) you or the Resolute Square may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). 

3. Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach Resolute Square’s support department at support@resolutesquare.com. Except for intellectual property and small claims court claims, the parties agree to use good faith efforts to reasonably settle any dispute, claim, question, or disagreement directly through consultation with Resolute Square’s customer support department, and good faith negotiations shall be a condition precedent to either party initiating a lawsuit or arbitration.

4. Arbitration Rules and Forum. You and Resolute Square agree that these Terms affect interstate commerce, and this Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: legal@resolutesquare.com, with the subject line: “Arbitration Request.” The arbitration will be conducted by JAMS under its rules and pursuant to the terms of these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If and to the extent required by law, we will pay your JAMS’ filing, administrative, hearing, and/or other fees, subject to reimbursement from you if the arbitrator finds your claims frivolous. Likewise, Resolute Square will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You are responsible for your own attorneys’ fees unless applicable law provides otherwise. If JAMS is not available to arbitrate, the parties will in good faith agree upon a comparable alternative arbitral forum. You may choose to have the arbitration conducted by telephone and/or based on written submissions, or in person. You and Resolute Square further agree to submit to the personal jurisdiction of any federal or state court in the State of New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

5. Arbitrator Powers. 

(a) The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement and these Terms including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. 

(b) The arbitration will decide the respective rights and liabilities, if any, of you and Resolute Square.  

(c) The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties.

(d) The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. 

(e) The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement).

(f) The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. 

(g) The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding upon you and Resolute Square.

6. Waiver of Jury Trial. YOU AND RESOLUTE SQUARE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Resolute Square are instead electing to have claims and disputes resolved by arbitration, except as specified in subsection (a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. 

7. Waiver of Class or Consolidated Actions.
(a) ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Resolute Square is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in the section below entitled “Miscellaneous.” 

8. Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Resolute Square can force the other party to arbitrate. To opt out, you must notify Resolute Square in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: legal@resolutesquare.com. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.

8. Survival. This Arbitration Agreement will survive any termination of your relationship with Resolute Square.

9. Modification. 

(a) Notwithstanding any provision in these Terms to the contrary, we agree that if Resolute Square makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.  Resolute Square will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration Agreement by posting on these Terms of Service, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on these Terms of Service or sent to you.

(b) Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Modification" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration Agreement,” and the court or arbitrator shall apply the first Arbitration Agreement section in existence after you began using the Site.

R. MISCELLANEOUS


1. Accessing and Downloading the Application. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

  1. You acknowledge and agree that (i) the Agreement is concluded between you and Resolute Square only, and not Apple, and (ii) Resolute Square, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.


  1. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.


  1. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Resolute Square and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Resolute Square.

  2. You and Resolute Square acknowledge that, as between Resolute Square and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  3. You and Resolute Square acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Resolute Square and Apple, Resolute Square, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

  4. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application. If you have downloaded the Application from a third party, you acknowledge and agree that the availability of the Application is dependent on the third party from whom you received the Application, e.g. the Apple App store, Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Resolute Square and not with the App Store. Resolute Square, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and for addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all terms of agreement imposed by the applicable App Store when using any Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.


2. Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Resolute Square, or any products utilizing such data, in violation of U.S. export laws or regulations.

3. Governing Law and Venue. These Terms have been made in and shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Resolute Square agree that all claims and disputes arising out of or relating to these Terms or your use of the Site will be litigated exclusively in the state or federal courts located within New York. 

4. No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 

5. Validity. Subject to subsection 6 of the Arbitration Agreement in Section Q above,if any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. 

6. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.

7. No Third-Party Beneficiaries. Except as explicitly provided herein, there are no third-party beneficiaries to these Terms.

8. Disclosures. Resolute Square is located at the address in Section S below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95814, or by telephone at (800) 952-5210.

9. Electronic communications. The communications between you and Resolute Square may use electronic means, whether you visit or use our Services or send e-mails to us, or whether Resolute Square posts notices on or in the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Resolute Square in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Resolute Square provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. section 7001 et. Seq (“E-Sign”).

10. Entire Agreement. These Terms, together with the Privacy Policy [make clickable] and any other legal notices or additional terms and conditions or policies published by Resolute Square on the Site, shall constitute the entire agreement between you and Resolute Square concerning the Site.

S. CONTACT US


To contact us with general questions, please use the following information: support@resolutesquare.com. To contact us with report any violations of these Terms, please use the following information: legal@resolutesquare.com. Questions regarding privacy issues should be directed to us at privacy@resolutesquare.com ) or at the address above.