Terms of Service.

Effective Date: December 22, 2015

These terms and conditions (the "Terms of Service") govern your access to and use of the websites, applications and services of LogicThread, Inc.'s ("LogicThread") near2there service ("near2there ") that link to or reference these Terms of Service (collectively, the "Services"). Do not access or use the Services if you are unwilling or unable to be bound by these Terms of Service.

Use of Service

Subject to the terms and conditions within these Terms of Service, LogicThread grants you (a “User”) a limited, personal, non-exclusive, non-transferable license to utilize the Services so long as you are not barred from receiving the Services under the laws of the United States. In order to access and/or use the Services, you may be provided with an account, username, and/or password (the “Account Information”) to access or use the Services, or to enable another to access, use and modify your reminders. You are responsible for maintaining the confidentiality of your Account Information and, accordingly, will be fully responsible for all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify LogicThread of any unauthorized use of your Account Information, account or any other breach of security. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure.

You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Services, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).

The Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

Services Description

The near2there Services consist of websites, mobile and web applications and services hosted or made available by LogicThread under the near2there brand, which may be used by some of our Users (“End Users”) for capturing, organizing, searching, storing, synchronizing, recognizing, sharing and transmitting any number of location-based reminders.

Publisher Accounts

If you are a User that is the owner or operator of a website that makes near2there buttons available on its website (a "Publisher" and the website a "Publisher Site") and want to receive reports or other customized Services that are related to your Publisher Site(s), we may require that you create an account. You can create an account by following the registration instructions provided on our website. If you choose to create an account, you agree to provide only true, current, accurate, and complete registration information, and you will keep that information true, accurate, and up-to-date. Each registration is for the use by the company or organization on whose behalf you use the Services. You are responsible for all activities occurring under your account and you may not authorize anyone else's use. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You may not use your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.

Content

Publishers are responsible for any content on the Publisher Site and End Users are responsible for any content submitted by the End User (e.g., comments on any interactive forum or in any cover email associated with a share). You agree that any content for which you are responsible will not:

As a Publisher, you can download code from our website that allows you to associate or "tag" a webpage or a particular piece of content on your Publisher Site with one of our near2there buttons ("Publisher Content"). When you tag content as Publisher Content, you authorize us and each End User to: (a) use, reproduce, distribute, publicly display and publicly perform the Publisher Content to the extent necessary or desired for us to provide and promote the Services, (b) to combine the Publisher Content with other content, including content associated with the near2there Platform and/or owned and licensed by us and (c) to allow others to do the same. If you are an End User, you authorize us to (i) use, reproduce, distribute, publicly display and publicly perform the content you provide or submit, (ii) to combine that content with other content, including content associated with the near2there Platform and/or owned and licensed by us and (iii) to allow others to do the same. These licenses are intended to be perpetual, worldwide, non-exclusive, and royalty-free. For the sake of clarity, we state that we do not claim any ownership rights in Publisher Content or content submitted or posted by an End User.

We do not endorse any content or any opinion, recommendation, or advice expressed in any content, and we expressly disclaim any and all liability in connection with any content. We may decide whether any content is inappropriate or not in compliance with these Terms of Service and reserve the right to remove content and/or suspend or terminate your use of the Services at any time, without prior notice and in our sole discretion.

General Rules of Conduct

It is our goal to make the use of our Services a good experience for all of our Publishers and Users. With this in mind, we have formulated these rules of conduct. You agree not to, nor allow anyone accessing your account or the Services to:

Advertisements

The Services may be supported by advertising revenue and may display advertisements and promotions on or in connection with the Services, and may be targeted to content subject matter. You hereby agree that LogicThread may present advertising in connection with the Services in consideration for the rights granted you to access and use the Services. Any decision to utilize advertising, and the manner, mode, extent and terms of any advertising, presented with the Services, are subject to change. We shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such practices or changes or as the result of the presence of such advertisers on the Services, including, without limitation, any change in the cost of obtaining any Services.

Links

We may include the use of third party resources and/or links to third party websites as part of the Services. We have no control over such websites and resources and, accordingly, you acknowledge and agree that (a) we are not responsible for the availability of such external websites or resources; (b) we do not endorse and are not responsible or liable for any content or other materials available from such websites or resources and (c) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such website or resource.

Ownership and LogicThread Licenses

You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Services ("Our Technology") are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Subject to the terms of this Terms of Service, we hereby grant to any Publisher a limited, non-exclusive, worldwide license to use and reproduce the code provided on our website that enables the installation of near2there buttons on your Publisher Site (the "Downloadable Code"), and to display the near2there buttons as manifested by the Downloadable Code, with the understanding that this right and license is personal to you and may not be sublicensed or transferred to any other party. You may modify the Downloadable Code as described in our Help documents or otherwise authorized by us, but in no event may you modify the Downloadable Code in a manner that removes, diminishes or otherwise obscures any of our proprietary marks, notices or links back to the our website or breaches any of your obligations in these Terms of Service. Except as specifically allowed in this paragraph, Our Technology may not be modified, reproduced, republished, posted, displayed, performed, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. If you are a U.S. Government end user, any of the components that constitute Our Technology and its related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire Our Technology and any documentation provided with the Services with only those rights set forth in this Terms of Service.

Our Proprietary Rights

near2there, the content, interactive and visual features, and all other near2there graphics, logos, designs, page headers, button icons, and toolbars used in the Services (together, “near2there Materials”) are owned by LogicThread, Inc. All other logos and trademarks are trademarks of their respective owners. You are not authorized to use any near2there Materials without the prior written permission of LogicThread. Ownership of all near2there Materials and the goodwill associated therewith remains with us. We hereby grant Publishers a non-exclusive right and license to display the near2there Materials solely as incorporated into, and subject to the restrictions of use associated with, the Downloadable Code and near2there buttons as licensed above. Except for this limited license granted to Publishers, you are not authorized to use any near2there Materials.

Feedback

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services, (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the website or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

Data Rights and Publisher Privacy Policies

We do not charge Publishers a fee for using the Services, including the near2there Platform. In consideration for the Services, you agree that we may collect data related to an End User's use of the Services including an End User's sharing of Publisher Content (collectively, the "Data"). Our data collection, use and disclosure practices are described more fully in our Privacy Policy and include the use of log information and cookies that record anonymous (i.e., non-personal) information about End Users. When an End User downloads a page that contains an near2there Button, we may deploy a cookie on our own behalf or on behalf of one of our data partners, to record information about how an End User uses the web, such as the web search that landed the End User on a particular page or categories of the End User's interests. We may use the Data to target advertising toward the End User or authorize others to do the same. In using the near2there Platform you grant us a non-exclusive, perpetual, worldwide and irrevocable right and license to collect, use and disclose the Data as provided in our Privacy Policy and to allow our third party data partners to do the same.

We are concerned about the privacy of End Users and want to provide them choice regarding the use of their personal information. Accordingly, we strongly recommend that your Publisher Sites have a notice with language substantially similar to the following: 'We allow third-party companies, including LogicThread, to collect certain anonymous information when you visit our website. These companies may use non-personally identifiable information during your visits to this and other websites in order to provide advertisements about goods and services likely to be of greater interest to you. These companies typically use a cookie or a third party web beacon to collect this information. To learn more about this behavioral advertising practice, you can visit www.networkadvertising.org or our Privacy Policy."

Privacy

We know that your privacy is important. For this reason, we have created a Privacy Policy that describes our collection, use and disclosure practices of both personal and anonymous information. The security of your personal information is important to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of your personal information. However, you understand and agree that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities.

Geographical Restrictions

We make no representation that all of the Services are appropriate or available for use in locations outside the United States or all territories within the United States. If you choose to access the Services, or make the Services available via the Publisher Site, you do so by your own initiative and are responsible for compliance with local laws.

Modification to Terms

We may occasionally change these Terms of Service, so we encourage you to review the Terms of Service periodically. The most current version of the Terms of Service (along with their effective date) will be linked from each of the Services. Your continued use of the Services after such changes will be subject to the then current Terms of Service.

Modifications to the Site or Services

We reserve the right to modify or discontinue the Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the website and/or other Services. If you object to any such changes, your sole recourse will be to cease access to the website or other Services.

ThirdParties

The Service may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.

Some of the Site's mapping features are powered by Google Inc., the use of which is also governed by the terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.).

If you use an Apple mobile device (including but not limited to iPhone and iPad) with the near2there Services, you agree to the following terms and conditions to the extent they apply to your use of the Apple mobile device (Licensed Application refers to the near2there application downloaded from iTunes):

Termination

You acknowledge and agree that we, at our sole discretion, may terminate your use of the website and/or the other Services without prior notice for any reason at any time. You agree that we shall not be liable to you or any third party for termination of your access to the website and other Services. In the event of any termination, you will immediately cease access to the website and/or the other applicable Services, and we will no longer provide you such Services.

Copyright Violations

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

Our copyright agent for notice of claims of copyright infringement on the Services can be reached by mail at Copyright Agent at: LogicThread, Inc., PO Box 20029, Stanford, CA 94309 or by email at copyright@near2there.com. Please note that, pursuant to 17 U.S.C., section 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by LogicThread in connection with the written notification and allegation of copyright infringement.

Disclaimers

THE SERVICES AS WELL AS ALL SOFTWARE, MATERIALS, AND TECHNOLOGY USED TO PROVIDE ANY OF THE FOREGOING, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOGICTHREAD, OUR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, QUIET ENJOYMENT, UN-INTERRUPTION, AND/OR SYSTEM INTEGRATION. LOGICTHREAD, OUR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF THE SERVICES, OR THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE. ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOGICTHREAD OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitations of Liability and Content

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE WEBSITE, AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL LOGICTHREAD, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, INCLUDING, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE AND CLARITY ONLY, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES, THE NEAR2THERE PLATFORM, OR CONTENT. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT LOGICTHREAD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY VIOLATION BY US OF THESE TERMS OF SERVICE IS TO DISCONTINUE USING THE SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH ANY VIOLATION OF THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

Indemnification

You agree to indemnify, defend and hold harmless LogicThread, our officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (i) any content you submit, post or transmit through the Services, (ii) your use of the Services, (iii) your violation of these Terms of Service, (iv) your violation of any rights of any other person or entity, or (v) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Services.

General Terms

You are responsible for compliance with all applicable laws. The Terms of Service and the relationship between you and LogicThread will be governed by the laws of the State of California, without giving effect to any conflict and choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms of Service, or your use of the Services must be instituted exclusively in the federal or state courts located in San Francisco County, California and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. These Terms of Service are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Service to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Service constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect.