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Terms of Service

Last Updated: 12/8/2020

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These Terms of Service are entered into by and between [CLIENT] (“You,” “Your”) and Teleskope LLC, a Maryland limited liability company (“Company”, “we”, “our”, or “us”). The following terms and conditions (“Terms of Service” or “Terms”) , together with the Teleskope Subscription Agreement and any Order Forms executed between the parties expressly incorporated by reference, govern your use of our services, including any content and functionality offered on or through any of our proprietary mobile application which we may license to you as part of our services. Please read the Terms of Service carefully before you start to use our services.

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Nature of Services

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We provide personnel diversity & inclusion services to enterprises through our proprietary communications platform focused on collaboration among employees. As part of access to the platform, we will license you, where and as applicable, our proprietary websites and mobile applications (“Apps”) for use by your employees via their personal or business devices according to your own policies and rules. Where offered as part of a certain solution, our services may also include HR related assessments, analytics, and recommendations based on the processing of available data submitted or developed by us, such processing, where applicable, is governed by our Privacy Policy. We provide our services on an ongoing basis under the terms and conditions of the Teleskope Subscription Agreement which terms and conditions will prevail in case of any inconsistency with these Terms of Service.

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Acceptance of Terms

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By accessing or using our services, whether through the Apps, websites referencing these Terms of Service, or otherwise online or offline (collectively, “Channels”), you and we agree to be bound and abide by these Terms of Service, the Teleskope Subscription Agreement and Privacy Policy incorporated herein by reference, as well as any other written agreement between us. If you do not want to agree to these Terms of Service or Privacy Policy, you must not order, receive, or use our services, including any content and/or functionality delivered on or through any of the Apps and/or Channels.

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Changes to Terms

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We may revise and update these Terms of Service from time to time only upon thirty (30) days’ notice, and you may terminate these Terms of Service without cause upon such notice. Your continued use our services, including any available content and functionality, on or through any of the Apps and/or Channels following the notice of revised Terms of Service means that you accept and agree to the changes.

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Eligibility for Services and Authorized Users

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Our services are only offered to users who are 18 years of age or older. By using our services, including any available content and functionality available on or through any of the Apps and/or Channels, you represent and warrant that you and any and all of persons under your control and responsibility as employer who are engaged in the services, including your employees and members of HR teams (collectively, “Authorized Users”): (a) are 18 years of age or older; (b) have obtained full authority and consent from you to be engaged in the services as Authorized Users, (c) have legally obtained their login email and password used for the services; (d) have not been previously suspended or removed from our services, or engaged in any activity that could result in such suspension or removal; (e) do not have more than one Teleskope account; (f) have full power and authority to enter into these Terms of Service, where applicable; (g) have provided to us true and accurate information which disclosure in the course of delivery of the services is legal; (h) utilize the Apps or are otherwise engaged in the services in full compliance with these Terms of Services, applicable employer’s policies, rules, and procedures, including relating to the use of social media, as well as with all applicable laws, statutes, regulations, ordinances and other rules; (i) strictly comply with the Teleskope Accepted Use Policy. If you or any Authorized User under your control and responsibility do not meet all of the requirements above, you must not order, receive, or use our services, including any content and functionality available on or through any of the Apps and/or Channels.

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License of Apps and Other Channels

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Whenever the utilizing of Apps constitutes part of our services, you will be granted a limited, non-exclusive, non-transferable, revocable license to access and use the Apps solely for the purpose of our services in accordance with these Terms of Service and other pertinent agreements, if any. The license does not and will not include any right to, directly or indirectly: (a) copy, modify, or create derivative works of the Apps, in whole or in part; and (b) rent, lease, sublease, lend, sell, license, sublicense, assign, distribute, publish, display, or otherwise make available the Apps, unless expressly agreed upon by us in writing.

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Whenever we render you our services, whether in whole or in part, by any Channel other than the App, you will be granted a limited, non-exclusive, non-transferable, revocable license to access and use content and functionality available through the Channel solely for the purpose of our services in accordance with these Terms of Service and other pertinent agreements, if any. The license does not and will not include any right to, directly or indirectly: (a) use any data mining algorithms, robots, or similar data gathering or extraction methods; (b) copy (other than for the purpose of page caching) any portion of available information, except as expressly permitted by us in writing; (c) use any content and functionality for any other purpose unrelated to the services.

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Any use of the Apps or other Channels for any purpose other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Any right of sub-license of the Apps and/or Channels, including sub-license to Authorized Users under your control and responsibility for purposes of the services, shall be agreed upon by us in writing. At all times, will you stay fully liable and responsible for any action constituting a violation of these Terms of Service, including terms and conditions of the license, by any such Authorized Users, whether or not they are or may be in privity of contract with us and incur their own liability.

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Access to Apps

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Whenever you are granted the license in the Apps or other Channels, you will need to register as well as procure that any and/or all of the Authorized Users under your control and responsibility register for a separate unique personal account with us. By creating the account, you agree to, as well as represent and warrant that all Authorized Users under your control and responsibility will: (a) provide accurate, current and complete account information; (b) maintain and promptly update from time to time, as necessary, all account information; (c) maintain the security of the password and other means of authentication and accept all risks of unauthorized access to the account and information available on or through the account; and (d) immediately notify us if any security breach or unauthorized disclosure is discovered or should have been reasonably discovered in the ordinary course of use of the Apps and/or Channel.

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By creating the account, you also consent, as well as represent and warrant that all Authorized Users under your control and responsibility will consent, to receive electronic communications from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

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Proprietary Rights in Apps and Other Channels

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The Apps and other Channels, as well as their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We reserve all rights with respect to the foregoing under all laws of all jurisdictions designed to protect proprietary information, including, but not limited to, trade secrets, copyrights, trademarks, patents, as well as all available remedies, including, but not limited to, statutory, contractual and tort remedies. You may not: (i) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Apps or other Channels, in whole or in part; or (ii) remove any proprietary notices from Apps and other Channel and accompanying documentation. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the App or any of other Channels in breach of the Terms of Service, your right to use the App or any content and functionality available on or through other Channels will stop immediately.

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No right, title, or interest in or to the App and any content and functionality available through other Channels is transferred to you, and all rights not expressly granted are reserved by us. Any use not expressly permitted by these Terms of Service and terms of the express license granted by us in writing is a breach of these Terms and may violate copyright, trademark, and other laws. Nothing in these Terms may be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights by estoppel, implication or otherwise. Notwithstanding anything to the contrary herein, the Apps and content and functionality available through other Channels may include software components provided a third party that are subject to separate license terms, in which case those license terms will govern such software components.

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IP Rights Infringements and DMCA Complaints

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We retain the right to limit access to the App and/or content and functionality available on or through the Channels to users, including Authorized Users, who infringe intellectual property rights of others, as well as to terminate their accounts and to cease providing our services to those users. We may resort to those measures in our sole discretion subject to available information. In any such case, we are not obliged to reimburse you any losses or damages arising out, or pertaining to, any action taken pursuant to this provision, but rather may, solely in our discretion and depending on circumstances, provide you or another Authorized User under your control and responsibility with a new account.

In accordance with the Digital Millennium Copyright Act and other applicable laws, you have the right to notify us about an IP right infringement. If you believe that anything available on or through the App or Channels infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:

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Online Contact:
policy@teleskope.io

Mail Contact:
Teleskope LLC
Attn: Privacy Policy Issues
10411 Motor City Drive Suite 500Bethesda, MD 20817

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Please consult 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

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Use of Customer Data

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We recognize that, as between you and us, you own all right, title, and interest, including all intellectual property rights, in and to the data submitted to us by you or Authorized Users under your control and responsibility. We will keep your data confidential subject to limitations and exclusions set out by any pertinent agreement between us or by applicable law. We may use your data solely for the business purposes intended by our provision of the services to you and Authorized Users under your control and responsibility. Without limiting the foregoing, we agree to act as a “Service Provider” and to not “sell” any “personal information” provided hereunder (as those terms are defined by applicable state law, including the California Privacy Protection Act (California Civil Code § 1798.140)) and shall, upon your request, cooperate in good faith to modify the terms herein and/or enter into additional terms to address any modifications, amendments or updates to applicable laws or contractual obligations, as appropriate.

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Trademarks and Designs

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All trademarks, registered trademarks, product names, and company names or logos mentioned on the App or Channels are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Teleskope.

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In addition, the “look and feel” of any of the Apps, meaning, the structure, sequence and layout of the audiovisual components of the App as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also property of Teleskope fully protected under U.S. and international copyright and trademark laws, which may not be copied, imitated or used, in whole or in part, without our prior written permission.

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Third Party Content

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We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of third-party websites or content accessible from the App and/or Channels or of the websites linking to the App and/or Channels. When you access those websites or content, you may leave the Apps and/or Channels. When you leave the Apps and/or Channels. our terms and policies no longer govern your use of the services. You should review any applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate. We expressly disclaim any and all responsibility or liability for the availability or accuracy of such external websites or resources or the content thereon, nor do we endorse or are responsible or liable for any advertising, products, materials or services available on or from such websites or resources and/or any claims, representations or warranties made by third parties with respect to their goods or services. Your use of any such links and third-party resources is at your own risk.

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Authorized Users Contributions

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The Apps and other Channels may contain message boards, chat rooms, personal pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Features”) that allow Authorized Users to post, submit, publish, display, or transmit to other Authorized Users and us messages, content, or materials (collectively, “User Contributions”). All User Contributions must comply with the rules set out in the Teleskope Accepted Use Policy, attached hereto as Exhibit A and incorporated herein by reference.

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Any User Contribution posted, submitted, published, transmitted, or displayed will be considered non-confidential and non-proprietary unless we expressly represent that communication among the Authorized Users and with us is undergone anonymously or with limited access by third parties, including members of your HR teams. By using our services, including any available content and functionality available on or through any of the Apps and/or Channels, you represent and warrant that you and Authorized Users under your control and responsibility, including your employees and members of HR teams, grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of the services in accordance with these Terms of Service.

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You represent and warrant that you and Authorized Users under your control and responsibility: (i) own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (ii) post User Contributions that do and will comply with these Terms of Use and Teleskope Accepted Use Policy.

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You understand and acknowledge that you are responsible for any User Contributions by you, or any Authorized Users under your control. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted, submitted, or contributed by you or any Authorized Users under your control and responsibility, including your employees and members of HR teams.

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We reserve the right to: (i) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (ii) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Teleskope Accepted Use Policy, infringes any intellectual property right or another right of any person or entity, threatens the personal safety of other Authorized Users or the public, or could create liability for the Company; (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Apps and/or Channels; or (iv) terminate or suspend your access to all or part of the Apps and/or Channels for any or no reason, including without limitation, any violation of these Terms of Service. In any such case, we are not obliged to reimburse you any losses or damages arising out of, or pertaining to, any action taken pursuant to this provision, but rather may, solely at our discretion and depending on circumstances, provide you or another Authorized User under your control and responsibility with a new account.

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Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Apps and/or Channels.

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However, we do not undertake to review any and all material before it is posted, submitted or contributed on or through the Apps and/or Channels, and cannot ensure prompt removal of objectionable material. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

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Disclaimers

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WE DO NOT GUARANTEE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE MATERIALS AND INFORMATION AVAILABLE ON OR THROUGH THE APPS AND/OR CHANNELS AND WE ARE NOT RESPONSIBLE FOR ANY CLAIMS ARISING OUT OF, PERTAINING TO, OR RESULTING FROM YOUR RELIANCE THEREON.

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WE PROVIDE OUR SERVICES ON OR THROUGH THE APPS OR CHANNELS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN. WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, AND ANY WARRANTIES THAT THE APPS AND/OR CHANNELS WILL BE FREE AND CLEAR FROM ANY ADVERSE LIEN OR SECURITY INTERESTS.

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WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES DELIVIERED ON OR THROUGH THE APPS AND/OR CHANNELS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED OR THAT OUR SERVICES, APPS AND CHANNELS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE OR ANOTHER TYPE OF UNLAWFUL COMPUTER RELATED ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL AND ACTIONS OF OTHERS (HEREINAFTER “HARMFUL ACTIONS”) THAT MAY INFECT OR OTHERWISE ADVERSELY AFFECT YOUR COMPUTER EQUIPMENT, SYSTEMS, PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPS OR CHANNELS OR ANY SERVICES OBTAINED ON OR THROUGH THE APPS OR CHANNELS, UNLESS SUCH HARMFUL ACTIONS ARE CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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We may change any and all content available on or through the Apps and Channels and to modify, suspend or stop providing access to the Apps and/or Channels (or any features or functionality thereof) at any time without notice and without obligation or liability to you except that we will give you thirty (30) days’ notice of any changes we reasonably believe to be material to your use of the Apps and/or Channels. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of these disclaimers may not apply to you.

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Governing Law and Jurisdiction

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These Terms of Service and your access to and use of our services on or through the Apps and/or Channels shall be governed by, construed, and enforced in accordance with the laws of the State of Maryland, without regard to conflict of law rules or principles (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties shall be resolved in the state or federal courts of the State of Maryland, provided that we may seek injunctive or other equitable relief, including, but not limited to, preliminary injunctions and temporary restraining orders, to protect our intellectual property and other proprietary and contractual rights and interests in any court of competent jurisdiction.

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Waiver and Severability

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No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

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Survival

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Any suspension or termination of the services, regardless of cause, will not relieve either party of any claims against it that arise under these Terms of Service or another agreement referenced herein before the termination or suspension.

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Miscellaneous

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These Terms of Service, together with any written agreement referenced herein, constitute the entire agreement between you and the Company relating to your order, receipt, and use of our services, including any access and use of content and functionality available on or through the App and/or Channels. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity, including, but not limited to, any of Authorized Users. We have agreed that the language of these Terms and further communication with respect thereof shall be English.


 

EXHIBIT A

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Teleskope Accepted Use Policy

Last Updated: 12/04/2020

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This Teleskope Accepted Use Policy (“AUP”) is an integral part of the Terms of Service and governs any communications between users, including Authorized Users, of any content and functionality available on or through the Apps and/or Channels. Company reserves the right to amend, alter, or modify these conduct requirements as set forth in this AUP at any time.

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Prohibited Uses

You may use all content and functionality available on or through the Apps and/or Channels only for lawful purposes and in accordance with this AUP. You agree not to use those content and functionality:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

  • For the purpose of exploiting, harming, or attempting to exploit or harm, minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

  • To send, knowingly receive, upload, download, use, or re-use any material which violates the rights of any individual or entity established in any jurisdiction, including any other Authorized User;

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;

  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of any content and functionality available on or through the Apps and/or Channels, or which, may harm the Company or other users.

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Additionally, you agree not to:

  • Use the Apps and/or Channels in any manner that could disable, overburden, damage, or impair the or interfere with any other party’s use, including their ability to engage in real time activities;

  • Use any robot, spider, or other automatic device, process, or means to access content and functionality available on or through the Apps and/or Channels for any purpose, including monitoring or copying any traffic or available resources;

  • Use any manual process to monitor or copy any traffic or available resources for any other unauthorized purpose without our prior written consent;

  • Use any device, software, or routine that interferes with the proper functioning of content and functionality available on or through the Apps and/or Channels;

  • Introduce any viruses, trojan horses, worms, logic bombs, or other software or material which is malicious or technologically harmful;

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Apps and/or Channels or any server, computer, database, or other resource or element connected thereto;

  • Violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of content and functionality available on or through the Apps and/or Channels

  • Otherwise attempt to interfere with the proper working of any content and functionality available on or through the Apps and/or Channels.

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Content Standards

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You agree not to use all content and functionality available on or through the Apps and/or Channels to send, knowingly receive, upload, download, use, or re-use any material which:

  • Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;

  • Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

  • Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;

  • Violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations;

  • Is likely to deceive any person;

  • Promotes any illegal activity, or advocates, promotes, or assists any unlawful act;

  • Causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person;

  • Impersonates any person, or misrepresents your identity or affiliation with any person or organization;

  • Involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;

  • Gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

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Monitoring and Enforcement

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Company, in its sole discretion, will determine whether your conduct is in compliance with this AUP. In accordance with the provisions of the Terms of Service and without limiting the foregoing, we have the right to fully cooperate with Authorized Users’ employers and any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone who accesses or uses all content and functionality available on or through the Apps and/or Channels.

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