Welcome to (To)!These Terms of Service (“Agreement”) describe your rights and responsibilities in your use of the (To) website, mobile app and service, both as a visitor and as a registered member of the Services. By clicking “I accept” or by accessing the (To) website, app, or service (“Services”), you are agreeing to these terms, so please take a moment to read this legally binding agreement. We use “(To)” to refer to myPlace-Seed, LLC, a Delaware corporation that operates the (To) website located at https://www.to-wherematters.com (the "Site"), and provides services offered through the Site and related mobile applications (collectively, the "Services"). We use the term “User” to refer to users of the Services, including you. And, of course, we use the term “you” to refer to you, the individual accessing or using the Services. You are authorized to use the Services only if you agree to abide by all applicable laws, rules and regulations ("Applicable Law") and the terms of this Agreement. In addition, in consideration for becoming a User, you accept this Agreement when you first access or use the Services. Your use of, or participation in, certain Services may be subject to additional terms, and such terms will be either listed in this Agreement or will be presented to you for your acceptance when you sign up to use such Services.
This Agreement contains a mandatory arbitration clause, which limits your right to bring a lawsuit against (To). If you do not agree to this clause, you may not use the Services.
We reserve the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on the Services. All material modifications will apply prospectively only. Your continued use of the Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Services immediately.
1. Eligibility. Use of the Services and registration as a User for the Services is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any Applicable Law.
2. Rights. We grant you a limited, revocable right to access and use the Services on the terms described in this Agreement. If you download and install the (To) app, we grant you a limited non-transferable license to use it only to access and use the Services on your own behalf through your iOS product, subject to any usage rules or other requirements applicable under the Apple App Store.
3. Restrictions. Your use of the Services is subject to any acceptable use policies (“AUP”) we make available on our Site from time to time. In no event may the Services be used for illegal or illicit purposes. To the extent (To) allows Users to post content to the Services (“User Content”), we reserve the right to remove User Content in our sole discretion if we believe it violates this Agreement or any related terms. Unauthorized use of the Services, including, without limitation, collecting User information by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Services, is prohibited. We reserve the right to take appropriate legal action for any illegal or unauthorized use of the Services, and we may report any illegal or illicit conduct to law-enforcement authorities.
4. Term & Termination. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you access or use the Services or are a registered User. If you're not satisfied with our service or for whatever other reason you would like to delete your account, please contact us at email@example.com. Account deletion may take up to forty (40) days. You acknowledge and expressly agree that upon termination your profile content, photos and other information may be irrevocably deleted. Further, if you violate this Agreement or any related terms, (To) may (a) terminate your account, with or without prior notice or explanation, and without liability, or (b) deny, restrict or suspend your access to all or any part of the Services at any time, with or without prior notice or explanation and without liability. Even after your account is closed, this Agreement will remain in effect.
5. Registration and Fees. In order to access the Services, you are required to complete a limited number of sections of your (To) profile by providing all required information, and choose a username and password that you can modify at any time. You may not share your account password with anyone else (even a family member) or allow someone else to use your account. You must use your real name, not a pseudonym. (To) reserves the right to deny account registration if we suspect that the account has been created with fraudulent information or with the intent to do harm.
7. Proprietary Rights in Content. The Service contains content provided by (To) and its licensors, including, but not limited to, Walk Score, Eventful, OpenWeather Map, Webhose.io and Indeed. This content (collectively, the “Service Content”) is protected by copyright, trademark, patent, trade secret and other laws, and you may access and use the Service Content only as described in this Agreement. You must not (a) disclose or distribute of any portion of the Service Content or any underlying data to any third party; (b) duplicate, modify, reverse engineer, decompile, disassemble or decode the Service Content or any underlying data; or (c) place any portion of the Service Content or the underlying data on any website or retrieval system that may be accessed by any third party. Some of the Service Content is subject to additional terms and disclosures, which are posted here and incorporated by reference into this Agreement.
8. Protecting Copyrights and Other Intellectual Property. (To) respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is (To)’s policy to terminate, in appropriate circumstances, your access to the Services in the event such actions would be taken by you as a User.
If you believe your work has been copied and posted on or through the Services in a way that constitutes copyright infringement, please send our Designated Agent to Receive Notification of Claimed Infringement (“Copyright Agent”) a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Our Copyright Agent can be reached at myPlace-Seed, LLC, 625 N Washington St, Suite 425, Alexandria, VA 22314; Attn: Copyright Agent. Our Copyright Agent can also be reached electronically at firstname.lastname@example.org. If you are in the U.S., your notice must satisfy the requirements enumerated in 17 U.S.C. §512(c)(3).
9. Disclaimers. (To) and its licensors (collectively, the “(To) Providers”) are not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content. In addition, the (To) Providers are not responsible for any damage, injury or loss caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services. Web pages or third-party information sources may be referenced in connection with the Services and may contain links to other websites or services. The (To) Providers are not responsible for the content, accuracy or opinions expressed on such websites and services, and such websites and services are not necessarily investigated, monitored or checked for accuracy or completeness by any of the (To) Providers. Inclusion of any linked website or service on the Services does not imply approval or endorsement of the linked website or service by the (To) Providers. When you access these third party sites and services, you do so at your own risk. The (To) Providers take no responsibility for third party advertisements that are posted on, through or in connection with the Services, nor does it take any responsibility for the goods or services provided by these third parties. The (To) Providers are not responsible for the conduct, whether online or offline, of any User of the Services. The (To) Providers assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Tester communication. The (To) Providers are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including, without limitation, any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall any of the (To) Providers be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of the Services, attendance at any event, from any User Content posted on or through the Services, or from the conduct of any Users of the Services, whether online or offline. The Services are provided "AS-IS" and as available and each (To) Provider expressly disclaims any warranty of fitness for a particular purpose or non-infringement. The (To) Providers cannot guarantee and do not promise any specific results from use of the Services.
10. Limitation on Liability. IN NO EVENT SHALL ANY OF THE (TO) PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF A (TO) PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY (TO) PROVIDER'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO (TO) FOR THE SERVICES.
11. U.S. Export Controls. Software, apps and code available in connection with the Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
12. Disputes. This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to its conflicts of law rules. Disputes arising under this Agreement will be resolved by the parties through good faith negotiations in the ordinary course of business. Any dispute not so resolved will be submitted for binding arbitration, at the written request of either party, before a single arbitrator under the JAMS Streamlined Arbitration Rules and Procedures in the District of Columbia or at another location as mutually agreed. Selection of the arbitrator will be by mutual agreement of the parties or, failing agreement within twenty (20) days, by JAMS pursuant to its then-current rules. The amount and responsibility for payment of arbitration costs will be one of the issues decided by the arbitrator, whose decision will be in accordance with the terms and conditions of this Agreement. No damages excluded by or in excess of the damage limitations set forth in this Agreement shall be awarded. During any such arbitration, the Parties will continue diligent performance of this Agreement. The arbitrator will render a written decision stating reasons therefore in reasonable detail within ninety (90) days after the respondent receives the Commencement Letter. The provisions of this Section, and any award issued by an arbitrator, may be enforced by either party in any court of competent jurisdiction. Arbitration is the exclusive remedy for disputes arising under this Agreement; the Parties hereby waive their rights to bring a lawsuit to resolve a dispute arising under this Agreement. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
13. Indemnity. You agree to indemnify and hold each the (To) Providers, their subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, directors, agents, partners, employees and volunteers, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services or Service Content, arising from a breach of this Agreement or any breach of your representations and warranties set forth in this Agreement, or any User Content that you post on, through or in connection with the Services.
14. Other. This Agreement is accepted upon your use of the Site or any of the Services and is further affirmed by you becoming a Tester. Your agreement with (To) will always include this Agreement at a minimum. Your access and use of certain Services may require you to accept additional terms and conditions applicable to such certain Services, in addition to this Agreement. The failure of (To) to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
To contact us regarding any questions about this Agreement, please contact our Customer Care Advocate at email@example.com with an email titled “Terms of Service” or choose the link below.