Last updated April 3, 2019.
The in10 mobile application (the “App”) is provided by WhenPlace, Inc. (“WhenPlace”). These Terms of Use govern your access to and use of the App and any related content and services.
These Terms of Use are legally binding, so please read them carefully. By using the App in any manner, you accept and agree to be legally bound by these Terms of Use.
Wherever used in these Terms of Use, “you,” “your,” or similar terms means the person or legal entity using the App. If you are using the App on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use.
Wherever used in these Terms of Use, “WhenPlace,” “we,” “us,” or “our” means WhenPlace, Inc.
We may update and change any or all of these Terms of Use, in our sole discretion, including but not limited to the fees and charges associated with the use of the App. If we do so, we will post the modified Terms of Use, and we will notify you of any changes that, in our sole discretion, materially impact these Terms of Use. Continued use of the App after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Use, which are available at www.whenplace.com/terms[IK1] . When we change these Terms of Use, we will modify the “Last Updated” date above.
Use of the App is governed by our Privacy Policy, which is available at www.whenplace.com/privacy[IK2] and expressly incorporated herein. The purpose of our Privacy Policy is to identify the information we may collect about you, describe the uses we may make of your information and the security measures we take to protect it, and describe your options for controlling your information.
To use the App, you must create an account (“Account”) by providing your name and authenticating via SMS access code sent to your phone. You agree to provide, maintain, and update true, accurate, current, and complete information about yourself as prompted by our Account registration process. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password, or other personal information, or another person’s name, likeness, image, or photograph. You agree to promptly notify us of any unauthorized use of your username, password, or any other personal information, or any other breach of security that you become aware of involving or relating to the App.
If you create an Account, you acknowledge that we will treat anyone who logs in using your User Account as you. We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for all activities that occur under your Account with or without your knowledge. Therefore, we recommend that you maintain your Account information in confidence and that you refrain from disclosing this information to anyone.
We may, for security or other reasons, occasionally require you to change your username and/or password and issue new ones to you. We reserve the right to terminate your Account without notice if we become aware of any breach of these Terms of Use.
You are solely responsible for maintaining the confidentiality and security of your password. You agree to notify us immediately if you suspect any unauthorized use of your password or unauthorized access to your Account. You are solely responsible for any and all actions taken using your username and/or Account.[DW3]
To use the App, you must be at least 16 years old.
You agree that we may, in our sole discretion and subject only to applicable law: (1) terminate your Account or your ability to use the App, at any time, without notice, for any reason, including but not limited to conduct violating any applicable law, these Terms of Use, other policies or guidelines adopted by us and made available to you, or for any other reason whatsoever; and (2) remove and/or discard any content or materials, including but not limited to, any and all information, image files, or any other content submitted by you or on your behalf. Further, you agree that we shall not be liable to you or to any third party for any termination of your access to the App. We urge you to make personal copies of all content you submit to us.
in10 is based in the State of New York in the United States. We make no claim that the App is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
You may use and access the App only for lawful purposes and in accordance with these Terms of Use. You agree not to use the App to:
We shall have the sole discretion to determine whether material provided by you constitutes prohibited material, and any material submitted to us may be examined at any time. You acknowledge that although we do not and will not examine and review all material submitted or transmitted to us, we have the absolute right (but not the obligation) to review, delete, move, and edit such material and content, or take any other appropriate action with respect to prohibited content and material, for any reason, at any time, without notice. Notwithstanding the above, when you use the App, you acknowledge and agree that all material (whether private or public) that is provided to us and/or uploaded and/or stored via the App is the sole responsibility of the person who submitted it. You understand that by using the App, you may be exposed to material or content that you consider offensive and you take sole responsibility for such exposure.
Our Content. The content and materials contained in the App, including without limitation all text, software, graphics, logos, photos, music, videos, as well as the selection, organization, coordination, compilation, and overall look and feel of the foregoing (collectively, “App Content”) are the intellectual property of WhenPlace or its licensors. You may use the App Content only in connection with the App.
User Content. All text, images, drawings, photos, audio, video, and other content or information in any form that you submit, upload, store, or send in or through the App[IK4] , are referred to herein as “User Content.”
In providing any User Content, you represent that you have all rights necessary to provide such User Content without violation of any intellectual property or other rights or any laws or regulations. You further understand and agree that by providing any User Content in the App, or otherwise providing any User Content to us, you are granting WhenPlace and its affiliates a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, publish, translate, modify, adapt, and distribute that content (in whole or in part) for use in connection with or related to the App, or any part thereof, for the full term of any copyright that may exist in such User Content, and that the foregoing license includes a right for WhenPlace to make such User Content available to third parties, in each case without any notice, compensation, or attribution to you, subject to our Privacy Policy. You hereby further grant WhenPlace and its affiliates the right to edit, copy, publish, and distribute any User Content made available in or through the App by you, for any lawful purpose. You also permit any other user to access, view, store, or reproduce any content or links posted in or through the App by you, subject to these Terms of Use.
WhenPlace does not assert any ownership over any User Content. Rather, as between you and us, subject to the license grant detailed above, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content. However, you understand and agree that we may use your User Content to improve or promote the App and may reference or incorporate your User Content into our materials, programs, products, and services.
You further understand and agree that WhenPlace may preserve User Content, and may also disclose User Content, including personally identifiable information (notwithstanding our Privacy Policy), if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use or any other applicable agreement or policy; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of WhenPlace, its users, and the public. Without limiting the generality of the foregoing, WhenPlace may be required to disclose information pertaining to User Content to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize WhenPlace to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to you.
Feedback. By submitting any ideas, suggestions, improvements, proposals, reviews, or testimonials in any form or medium, including as part of any live or recorded audio or video course, seminar, workshop, or question-and-answer session (“Feedback”), you assign all right, title, and interest in the Feedback, including without limitation any intellectual property rights therein, to WhenPlace. You further represent and warrant that any Feedback that you submit does not contain any confidential or proprietary information of any third party and that WhenPlace is under no obligation of confidentiality, express or implied, with respect to any Feedback submitted by you. If you intend to own the intellectual property rights in any Feedback, please do not submit the Feedback to us.
Third-Party Content. We occasionally provide users with free or discounted access to third-party content, websites, software, products, and/or services (“Third-Party Content”)[IK5] . We do not own and are not responsible for any Third-Party Content. All Third-Party Content is provided “as is” and you irrevocably waive any claim against us with respect to all Third-Party Content. You are solely responsible for your dealings with any third party related to the App, including the delivery of and payment for goods and services.
Trademarks. The names “WhenPlace,” “in10,” and all related names, logos, product and service names, designs, and slogans are trademarks of WhenPlace or its affiliates or licensors (“Our Trademarks”). You may not use Our Trademarks without our prior written permission. All third-party names, logos, product and service names, designs, and slogans that appear in the App are used for identification purposes only and are the trademarks of their respective owners.
While WhenPlace has the right to monitor activity and content associated with the App, and may choose to prescreen User Content, we are not obligated to do so. Without limiting the generality of the foregoing, you acknowledge and agree that we may use certain automated filters and other tools to block spam and to categorize and arrange User Content in the App. We may, but will have no obligation to, remove or limit access to User Content that we believe in our sole discretion to be unlawful, abusive, harassing, fraudulent, threatening, libelous, defamatory, obscene, or otherwise objectionable, or that infringes or violates any party’s intellectual property or other proprietary rights or these Terms of Use. Further, under no circumstances does WhenPlace have any obligation to verify the accuracy, timeliness, or truthfulness of any User Content. You are responsible at your sole cost and expense for creating backup copies and replacing any User Content that you provide in or through the App.[IK6]
You understand that WhenPlace and its affiliates are not responsible for the misuse or misappropriation of any content or information that you provide anywhere in or through the App.
You understand that in using the App, you may be exposed to User Content that you find offensive, indecent, and objectionable. You can contact us to let us know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take action that we believe is appropriate, including, but not limited to, issuing warnings, removing the content, or terminating Accounts. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will WhenPlace be liable in any way for any User Content, including but not limited to errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to, any User Content posted, emailed, transmitted, or otherwise made available via the App.
You understand that we cannot and do not guarantee or warrant that files available for downloading [IK7] via the App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the App for any reconstruction of any lost data.
WHENPLACE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APP.
YOUR USE OF THE APP IS AT YOUR OWN RISK. THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WHENPLACE NOR ITS AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APP. WITHOUT LIMITING THE FOREGOING, WHENPLACE AND ITS AFFILIATES MAKE NO WARRANTY THAT (i) THE APP SHALL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE APP SHALL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP SHALL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE APP SHALL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE APP IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR SMARTPHONE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR ACCESS OF ANY SUCH MATERIAL.
WHENPLACE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, AND FITNESS FOR PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME PORTION OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. IN SUCH STATES WARRANTIES ARE DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY LAW.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WHENPLACE OR VIA THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WhenPlace shall not be liable, and you are solely responsible, for any access or usage charges charged by your internet or wireless carrier related to any smartphone, tablet, or other device that you use to access or use the App.[IK8]
IN NO EVENT SHALL WHENPLACE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, REPRESENTATIVES, MEMBERS, OR SHAREHOLDERS (THE “WHENPLACE ENTITIES”) BE RESPONSIBLE OR LIABLE FOR ANY PERSONAL INJURY, PREOPERTY DAMAGE, OTHER HARM, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, TO YOU OR ANY OTHER PERSON ACCESSING THE APP USING YOUR ACCOUNT OR USERNAME AND/OR PASSWORD, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE APP OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT), INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, INCLUDING NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES WHENPLACE’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
WHENPLACE’S TOTAL LIABILITY IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID FOR USE OF THE APP, AND YOU HEREBY RELEASE THE WHENPLACE ENTITIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
We provide and control the App from our offices within the State of New York in the United States of America. All matters relating to the App and these Terms of Use, and any dispute or claim arising therefrom or related thereto, including non-contractual disputes or claims, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule, whether of the State of New York or any other jurisdiction.
We prefer to resolve your concerns without resorting to formal legal procedures. Before filing a claim against us, you agree to try to resolve any dispute arising out of or relating to these Terms of Use or the App (each a “Dispute”) informally by contacting legal@whenplace.com. We will attempt to resolve the Dispute informally by contacting you through email. If the Dispute is not resolved within 10 days after submission, you may bring a formal arbitration proceeding as outlined below.
Any Dispute that cannot be resolved informally shall be settled by binding arbitration administered in the English language by the American Arbitration Association in accordance with its Commercial Arbitration Rules in New York County, New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property or confidentiality rights, we may seek injunctive, monetary, or other appropriate relief in any state or federal court of competent jurisdiction (and we may assert both intellectual property causes of action and other appropriate causes of action in any such action), and you consent to exclusive jurisdiction and venue in such courts. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Each party shall bear its own costs and disbursements arising out of the arbitration, and shall pay an equal share of the arbitrator’s fees. Notwithstanding the foregoing, the arbitrator is authorized to grant the prevailing party its reasonable expenses and attorneys’ fees.
You agree to indemnify, defend and hold harmless WhenPlace, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the App or your violation of any provision of these Terms of Use, the rights of a third party, or any applicable laws, rules, or regulations. WhenPlace reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with WhenPlace in asserting any available defenses.
Using the App or sending emails to WhenPlace constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email or social media and via the App, satisfy any legal requirement that such communications be in writing.
No waiver by WhenPlace of any term or condition set forth in these Terms of Use 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 WhenPlace 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 Use 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 these Terms of Use shall continue in full force and effect.
These Terms of Use constitute the sole and entire agreement between you and us with respect to the App and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the App. Neither the course of conduct between the parties nor trade practice will act to modify these Terms of Use.
These Terms of Use are not assignable, transferable, or sublicensable by you except with our prior written consent, but may be assigned or transferred by WhenPlace without restriction. Any assignment attempted to be made in violation of these Terms of Use shall be void.
The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
For questions or concerns about these Terms of Use, please email us at legal@whenplace.com.