WHERE Terms of Use
THESE TERMS OF USE GOVERN ALL USE OF THE WHERE SERVICE. PLEASE READ THIS CAREFULLY.
1. Agreement to terms:
You agree to these Terms of Use in consideration of, and as a condition to, being allowed to use the Where Service (defined below), and your using, browsing or accessing the Where Service constitutes your acceptance of such terms.
2. Definitions:
The following definitions apply to this these Terms of Use in addition to those terms defined elsewhere in this these Terms of Use:
- uLocate means uLocate Communications, Inc., and any successor thereto.
- Where Service means, collectively and severally, the Information and Software for location based mobile services for compatible mobile or handheld devices and the web site currently known as www.where.com including any successor thereto).
- Information means all information provided by, available through, or offered for use on or in connection with the Where Service.
- Software means uLocate’s or Suppliers’ software, in whatever form, available from the Where Service.
- Suppliers means any third parties that supply Software, goods or services to uLocate in connection with the Where Service, including independent contractors and freelancers.
- User means any person(s) using the Where Service, whether or not such person has subscribed to the Where Service. References to “you” and “your” mean the User.
- Account means the account for any User.
3. Registration; Account:
In order to use the Where Service you will be required to register and to create an Account and may be required to download the Software onto your wireless telephone handset or other device. You must be at least 14 years old to establish and maintain an Account. As part of the registration process, you will select a user name (your “User Name”) and password. You agree to provide uLocate with accurate, complete and updated registration information. Failure to do so will constitute a breach of this these Terms of Use and may result in termination of your rights to use the Where Service. You are responsible for maintaining the confidentiality of your User Name and password and will be responsible for all uses of your User Name and password, whether or not authorized by you. You are responsible for ensuring that any other person who uses the Account is aware of and complies with this these Terms of Use. You are entirely liable for all activities conducted through your Account. Each person who uses the Account agrees to be bound by the terms of this Agreement, whether or not such person has subscribed to the Where Service. You will notify uLocate at legal@uLocate.com of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your User Name and/or password. uLocate will have no liability for any circumstances arising from the unauthorized use of a User Name, password or your Account. uLocate may report any activity on your Account suspected to be fraudulent, abusive, or otherwise illegal to appropriate law-enforcement agencies. You are solely responsible for providing all computer hardware, telephone handset and other equipment necessary to access the Where Service, including without limitation telephone handset hardware and connection service.
If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your User Name, password, or any credit, debit, or charge card number stored on the Where Service), you must promptly change your password and notify uLocate of the problem by email to legal@uLocate.com.
4. Use of Where Service, Information and Software:
You understand and agree that the Where Service may include Software submitted by Suppliers and that in order to use such software you may be required to agree to different or additional terms and conditions. DURING YOUR USE OF THIS SOFTWARE, WHETHER PROVIDED BY ULOCATE OR A SUPPLIER, YOU MAY BE ASKED FOR LOCATION AND PERSONAL INFORMATION. YOU ACKNOWLEDGE BY PROVIDING SUCH INFORMATION YOUR LOCATION MAY BE DISCLOSED TO PERSONS THAT YOU DO NOT KNOW AND WHO MAY USE THAT INFORMATION FOR THEIR PERSONAL PURPOSES. YOU AGREE THAT ULOCATE HAS NO CONTROL OVER THE SUPPLIER’S USE OF SUCH INFORMATION AND THAT ANY PROVISION BY YOU OF SUCH INFORMATION IS VOLUNTARILY.
You understand and hereby further agree that you will not:
(a) use the Where Service to “stalk”, harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect, or store personal information about other Users without their consent;
(b) use the Where Service if you are under the age of 14 years old;
(c) include within your Where Service personal profile page, if any, may not include offensive or pornographic materials;
(d) use the Where Service for any commercial use, it being understood that the Where Service are for personal, non-commercial use only;
(e) fail to deliver payment for the Where Service;
(f) use the Where Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
(g) make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the Where Service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
(h) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Where Service accounts of others without permission; engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity;
(i) share uLocate-issued passwords with any third party or encourage any other user to do so;
(j) misrepresent the source, identity or content of information transmitted via the Where Service;
(k) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Where Service, features that prevent or restrict use or copying of any content accessible through the Where Service, or features that enforce limitations on use of the Where Service;
(l) intentionally interfere with or damage operation of the Where Service or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
(m) post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful.
(n) post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights.
You acknowledge and agree that the Where Service is not a navigational aid, and you agree and warrant that the Where Service will not be relied upon in connection with navigation. You are solely responsible for your conduct with respect to any Information and the Software, including without limitation your conduct in creating, storing, transmitting, disseminating, accessing, receiving, or using any Information. Access to the Where Service from territories where their contents are illegal is prohibited. The Where Service is available for customers in the United States and Canada only. Those who choose to access the Where Service from other locations do so on their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the Internet, data, email, or privacy. Any use of any of the Where Service other than for private, non-commercial use is strictly prohibited. You may not use the Where Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Where Service. You may not attempt to gain unauthorized access to the Where Service, or any part of it, other accounts, computer systems or networks connected to the Where Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Where Service or any activities conducted on the Where Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Where Service. You agree not to modify the Where Service in any manner or form, nor to use modified versions of the Where Service, including (without limitation) for the purpose of obtaining unauthorized access to the Where Service. The Where Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Where Service for any purpose without our written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Where Service. You may not frame or utilize framing techniques to enclose any trademark, logo, or other materials from the Where Service without our written consent. You may not use any meta tags or any other “hidden text” utilizing uLocate’s name or trademarks without our written consent. You will promptly remove any links that uLocate finds objectionable in its sole discretion. You may not use any uLocate logos, graphics or trademarks as part of the link without our express written consent.
5. Administration of the Where Service:
uLocate reserves the right to change, modify, suspend, or discontinue any aspect of the Where Service at any time, without notice or liability, including, without limitation, access policies, the availability of any feature, hours of availability, content, data, or software or equipment needed to access the Where Service. uLocate may also impose limits on certain features or restrict your access to parts or all of the Where Service without notice or liability.
uLocate reserves the right to change prospectively the amount of, or basis for determining, any fees or charges for the Where Service, and to institute new fees or charges for access to portions of the Where Service. Any modifications or other changes to the Where Service which relate to charges or fees will be effective upon notice given to you by any means permitted herein, at uLocate’s sole discretion. You hereby agree to pay all charges to your Account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable.
uLocate may, from time to time, have special events, software or content available on the Where Service, which will be subject to additional terms and conditions that will be made available for your review. You agree that if you use or access such special events, software or other content, such additional terms and conditions will be binding.
Your right to use the Where Service is subject to any limits which may be established by uLocate or by the provider from whom you purchased the right to use the Where Service. uLocate reserves the right to either suspend or terminate your access and Account, thereby terminating this these Terms of Use and all of uLocate’s obligations hereunder, if payment is not received for the service. uLocate may terminate this these Terms of Use and your access and right to use the Where Service at any time by providing written notice of termination to User. uLocate may assign this these Terms of Use to any party.
If any future changes to the Where Service, including fees, limitations on use or otherwise, are unacceptable to you or cause you to no longer be in compliance with this these Terms of Use, you must cease to use your Account and terminate your Account. Your continued use of the Where Service following posting or delivery of notice constitutes your binding acceptance of any and all such modifications.
6. Changes to Terms of Use:
uLocate reserves the right to modify, amend, change, delete or make additions to this these Terms of Use from time to time effective upon notice given to Users by any means permitted herein, at uLocate’s sole discretion. If any future changes to this these Terms of Use are unacceptable to you or cause you to no longer be in compliance with this these Terms of Use, you must cease to use your Account and terminate your Account. Your continued use of the Where Service following posting or delivery of notice constitutes your binding acceptance of any and all such modifications.
7. Fees and Payment; Renewal; Cancellation:
You agree to pay all charges relating to your Account, including applicable taxes. You will pay all such charges to the provider from whom you purchased the right to use the Where Service.
8. DISCLAIMERS:
ALL USE OF THE WHERE SERVICE IS AT YOUR OWN RISK. THE WHERE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ULOCATE DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THE ABSENCE OF INACCURACIES IN THE INFORMATION.
Without limiting the foregoing, uLocate does not warrant that the Where Service or its operation will be accurate, reliable, uninterrupted, error-free or free of viruses or other harmful agents, nor does uLocate warrant that any Information or the Software will be accurate, reliable, complete, or timely or that the access rules will operate as intended. You acknowledge that Information and Software may be transmitted via satellite and over local exchange, inter-exchange and Internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by local and long distance carriers, utilities, satellite companies, communications companies, Internet service providers and other third parties, all of which are beyond uLocate’s control. You accept all risk arising out or relating to the delay, failure, interruption, corruption, or interception of any Information or the Software. YOU UNDERSTAND AND AGREE THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL DOWNLOADED TO YOUR COMPUTER, TELEPHONE HANDSET OR OTHER DEVICE FROM THE WHERE SERVICE OR WHICH YOU OTHERWISE OBTAIN THROUGH THE WHERE SERVICE OR WHICH YOU PROVIDE THOUGH THE WHERE SERVICE WILL BE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, PERSONAL INJURY, DEATH, LOSS OF DATA OR OTHERWISE THAT MAY RESULT.
No agent or representative has the authority to create any warranty regarding the Where Service, or any element thereof, on behalf of uLocate.
9. Exclusion and Release of Liability; Exclusion of Consequential Damages:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ULOCATE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION AS A RESULT OF NEGLIGENCE) (INCLUDING, WITHOUT LIMITATION, LOST OR IMPUTED PROFITS, BUSINESS INTERRUPTION, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR PERSONAL INJURY OR DEATH) THAT RESULT FROM THE USE OF OR INABILITY TO USE, THE WHERE SERVICE. THE FOREGOING LIMITATION WILL APPLY EVEN IF ULOACTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.
WITHOUT LIMITING THE FOREGOING, ULOCATE SHALL NOT BE LIABLE FOR, AND YOU PROSPECTIVELY WAIVE AND RELEASE ULOCATE FROM, ANY CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE WHERE SERVICE, INCLUDING WITHOUT LIMITATION YOUR ACCESS TO OR USE OF THE INFORMATION, THE SOFTWARE OR ANY OTHER SERVICES AVAILABLE THROUGH OR USED IN CONJUNCTION WITH THE WHERE SERVICE; ANY CLAIMS ARISING OUT OF OR RELATING TO THE CREATION, CONTENT, STORAGE, TRANSMITTAL, DISSEMINATION, ACCESSING, RECEIPT, USE, DELAY, FAILURE, INTERRUPTION, CORRUPTION, OR INTERCEPTION OF ANY INFORMATION; AND ANY CLAIMS ARISING OUT OF OR RELATING TO ANY DELAY, FAILURE, INTERRUPTION OR LOSS OF SERVICE.
IF, DESPITE THE FOREGOING, ULOCATE IS FOUND TO BE LIABLE TO YOU, THEN THE ENTIRE AGGREGATE LIABILITY OF ULOCATE FOR ALL CLAIMS AND CAUSES OF ACTION OF ANY TYPE WHATSOEVER RELATING TO THE WHERE SERVICE, WHETHER BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, STRICT LIABILITY OR OTHERWISE, FOR ANY PERSONAL INJURY OR ILLNESS OR DEATH, DAMAGE TO OR LOSS OF ANY REAL OR PERSONAL PROPERTY, LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, DESTRUCTION OF BUSINESS OR OTHER BUSINESS INJURY, AND ANY OTHER INJURIES OR DAMAGES OF ANY KIND SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE SERVICE FEES ACTUALLY PAID BY YOU FOR THE WHERE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
10. Links to Third Party Sites:
The Where Service may include links to sites operated by third parties (”Linked Sites”) not under the control of uLocate. Without limiting any other disclaimers contained in this these Terms of Use, uLocate is not responsible for the contents of any Linked Sites or any link contained in any Linked Sites, or the manner of use of any information that you may provide to any Linked Site. uLocate is not responsible for, and you hereby waive any claim against uLocate in connection with any Linked Sites.
11. Indemnification:
You agree to indemnify, defend and hold uLocate, its Suppliers, and their respective affiliated entities, officers, directors, agents, shareholders, owners, employees, trustees, administrators, receivers, sureties, insurers, attorneys, successors and predecessors in interest, communications providers, partners, licensors and suppliers, attorneys, assigns and receivers of each of the foregoing, past, present and future (collectively, the “Indemnified Parties”), harmless from and against any claims, actions or demands, liabilities and settlements, including without limitation reasonable legal and accounting fees, incurred by any Indemnified Party arising from or relating to or alleged to arise from or relate to your Account, any provision of this Terms of Use or otherwise in connection with your use of the Where Service. You will, and will cause all other Users of your Account to, cooperate with the Indemnified Parties in the defense of any claim. uLocate reserves the right, at its own expense, to assume the exclusive defense and control of any matter that may be subject to indemnification hereunder.
12. Intellectual Property:
uLocate or its Suppliers shall retain all right, title and interest, including without limitation all copyright, patent, trade secret, trademark and other proprietary rights, in any and all intellectual property embodied in the Where Service, including without limitation all source code, object code, databases, user interface screens, algorithms, development frameworks, repositories, system designs, system flow, processing techniques and procedures related thereto, online and/or printed documentation, copies, and derivatives of any of the foregoing, in whole or in part.
You should assume that all tangible items of Information and all Software are copyrighted and protected under treaty provisions and worldwide copyright laws, unless otherwise noted. Except as otherwise expressly provided in this section, you may not copy, distribute, transmit, display, perform, reproduce, publish, modify, rewrite, reverse-engineer, disassemble, decompile, transcribe, store in a retrieval system, translate into any language or computer language, retransmit in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), create derivative works from, license, sublicense, transfer, or sell any Information or Software without the prior written consent of the copyright owner. You agree to comply with all provisions of any license applicable to the Software and any Information. If you violate any of the terms of this section, your rights to use the Where Service will automatically terminate. In addition, violation of the provisions of this section may subject you to severe civil and criminal penalties.
13. Injunctive Relief:
You agree that uLocate will suffer irreparable injury in the event you fail to comply with any of this Terms of Use, and that monetary damages may be inadequate to compensate uLocate for such breach. Accordingly, you agree that uLocate will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce this Terms of Use.
14. Survival:
All terms, conditions and warranties contained in this Terms of Use which by their sense and context are intended to survive the performance hereof by the parties hereunder shall survive the completion of the performance, cancellation or termination of the Agreement.
15. Jurisdiction and Limitation of Action:
Exclusive jurisdiction and venue for any dispute with uLocate, or which in any way relates to your use of the Where Service, resides in the state or federal courts located at Boston, Massachusetts, and you consent to the exercise by those courts of personal jurisdiction over you. If any provision of this Terms of Use is found to be invalid or unenforceable by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity or enforceability of any of the remaining provisions of this Terms of Use and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Terms of Use shall continue in effect. No waiver of this Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition. uLocate’s failure to exercise or enforce any right or provision of this Terms of Use shall not constitute a waiver of such right or provision. You agree that regardless of any law to the contrary, any claim or cause of action you may have with respect to uLocate or relating to use of the Where Service must be commenced within six (6) months after the claim or cause of action arises, or such claim or cause of action is forever barred.
16. Complete Agreement:
These Terms of Use and any information provided as part of the registration process constitutes the entire agreement and understanding between uLocate and you with respect to your use of the Where Service, superseding all prior or contemporaneous communications and/or understandings. These Terms of Use may not be modified except (a) by uLocate as described herein, or (b) by a subsequent writing signed by uLocate and you. You may modify your registration information as described herein from time to time. If there is any inconsistency between the terms and conditions of this these Terms of Use and the Terms of Use set forth on www.where.com, the terms and conditions of this Terms of Use shall govern.
17. Notices:
uLocate may deliver notice to you hereunder or as otherwise may be required by applicable law. You hereby acknowledge and agree that notices to all Users will be effective upon uLocate (a) posting a notice on www.where.com, or (b) delivery of notice by electronic mail to the Account holder’s e-mail address on record, via means of a pop-up, text message sent to the Account holder’s telephone handset on record, or by written communication sent by postal mail to the Account holder’s address on record. All notices to the Account holder will constitute notice to all Users of such Account. As the Account holder, you must submit to a correct e-mail address, and agree to update uLocate of any changes in your e- mail address and other Account information. Any notices to uLocate should be sent by email to legal@where.com.
18. Privacy Policy:
uLocate is concerned about the privacy of its Users’ personally identifiable information. uLocate’s privacy policy is available at www.where.com/words/where-privacy-policy and is incorporated herein.
