By using any service provided by Mobiquity Networks Inc. (“Mobiquity”) including the website at www.mobiquitynetworks.com (the “Site”), any Application Program Interfaces and related materials (“APIs”), any data obtained from the APIs (“Data”), and Software Development Kits and related materials (the “SDK”), (the Site, APIs, Data, SDK and all other Mobiquity services, collectively, the “Services”), you agree to these Terms of Service.
If you are under 18 years of age, you may not use the Services. Mobiquity may modify these Terms of Service at any time, and you agree to be bound by such modifications if you continue to use the Services. We will notify you by making the revised version available on this page, and an updated revision date will indicate that changes have been made. If you have entered into a negotiated agreement that has been signed by Mobiquity that governs your use of the Services that by its terms supersedes these Terms of Service, your use of the Services included in that agreement is governed by such agreement.
ACCOUNTS AND PASSWORDS
To use some of the Services, including the APIs, you may be required to create an account. Any information submitted as part of the registration process must be accurate and complete. You are solely responsible for activity that occurs in your account. You should keep your password and/or API key confidential and notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason, with or without notice, and in such case, you may not reopen an account without our express written permission.
When using the Services, you are subject to any additional policies, guidelines or rules applicable to specific services and features which may be posted from time to time (collectively, the “Additional Terms”). You can find Additional Terms that apply to your use of our SDKs at the following links: : http://www.mobiquitynetworks.com/sdk-license-agreement. All such Additional Terms are incorporated by reference into these Terms of Service.
We may terminate your ability to use the Services at any time for any reason or no reason, with or without notice. Additionally, your rights to use the Services (including all licenses) will terminate immediately if you breach any of the Terms of Service. Upon termination for any reason or at Mobiquity’s earlier request, you will immediately delete any Data, Apps, or other materials you have obtained by using the Services and you will immediately cease use of the Services.
All of the information and data made available via the Sites (“Site Data”) is provided solely to enable you to learn about Mobiquity and the Services. You are not licensed to store, copy, or use any Site Data for any other purpose. Without limiting the foregoing, any storage, copying, or use of Site Data in or in connection with any product or service is a material breach of these Terms of Service.
You may not do any of the following:
SERVICE MODIFICATIONS AND AVAILABILITY, FEES
Mobiquity reserves the right to modify or discontinue any or all of the Services at any time, for any or no reason, with or without notice. We may also schedule system downtime and unplanned system outages may occur.
Mobiquity reserves the right to charge fees for any or all of the Services. In such case, the fees will be disclosed to you before the fees take effect. If you do not agree to such charges, simply discontinue your use of the Services. If you continue using the relevant Services after the fees take effect, you have agreed to the fees.
PROPRIETARY RIGHTS AND TRADEMARK
All Mobiquity trademarks, service marks, logos, and trade names (“Mobiquity Marks”) are owned solely by Mobiquity. All third-party trademarks, service marks, logos, and trade names are the property of their respective owners and their use within the Services is not meant to convey any relationship with or endorsement by such third parties. Except as expressly authorized by Mobiquity, you may not use or display any mark, name, trade name, or logo appearing within the Services without the owner’s prior consent or other legal authorization.
If you contribute data or other content (“User Content”) to Mobiquity, you hereby grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, transferable right to use your User Content for any purpose, including displaying your User Content on the Site and elsewhere and creating derivative works, and you irrevocably waive all claims and assertions of moral rights or attribution associated with your User Content. We have no obligation to monitor or delete User Content, but we reserve the right to delete or modify User Content at any time, for any or no reason. You represent and warrant that you have all necessary rights and authority to provide the license described above.
In addition, you represent and warrant that your User Content does not contain material or links to material that infringes upon any third party rights including, without limitation, copyright, patent, trademark, trade secrets, or rights of publicity or privacy.
DISCLAIMERS, NO WARRANTIES
The Services are provided as-is and as available. Mobiquity and its shareholders, subsidiaries, affiliates, officers, directors, employees, contractors, agents, representatives, business partners, vendors, clients, licensors, and advisors (“Mobiquity Entities”) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Among other things, the Mobiquity Entities make no warranty that: (a) the Services will meet your requirements; (b) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the information that may be obtained from the Services will be accurate or reliable. For example, the Mobiquity Entities are not responsible for any inaccuracies in any Data accessed via the Services regardless of the cause. The Mobiquity Entities are not responsible for the conduct of any user of the Services. The Mobiquity Entities are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any communication with other users. The Mobiquity Entities shall have no liability whatsoever for the unavailability of the Services or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, or nondelivery of information caused by such system outages. Under no circumstances shall the Mobiquity Entities be responsible for any loss or damage, including property damage, personal injury or death, resulting from use of the Services or anything downloaded or received from the Services.
LIMITATIONS OF LIABILITY
In no event shall the Mobiquity Entities be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or related to the Services or your use of the Services, even if the Mobiquity Entities have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, the Mobiquity Entities’ liability to you for any damages arising from or related to the Services or your use of the Services (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of $5 or the amounts you have paid to Mobiquity for the Services, if any. This limitation of liability inures to the benefit of any successor to the Mobiquity Entities and, in each case, liability is limited to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.
You will indemnify, defend, and hold harmless the Mobiquity Entities from and against any and all claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys’ fees) arising from or related to your use of the Services, any User Content you provide, your violation of any applicable laws or regulations, and your breach of any of these Terms of Service.
Mobiquity’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if made explicitly, in writing and signed by Mobiquity.
RELATIONSHIP OF PARTIES
These Terms of Service do not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. These Terms of Service are solely between you and Mobiquity and are not for the benefit of any third party.
GOVERNING LAW AND JURISDICTION, ARBITRATION
These Terms of Service are governed by the laws of the State of New York. You are responsible for complying with all applicable local laws, both within and outside the United States, including laws that would require you not to use the Services. Any action arising under or related to these Terms of Service will be resolved by arbitration (and the parties hereby consent to personal jurisdiction) in Nassau County, New York in accord with the Commercial Dispute Resolution Procedures of the American Arbitration Association and, in the case of injunctive or provisional relief, the Rules for Emergency Measures of Protection. The arbitration will be decided by a single arbitrator whose decision will be final and binding and may be enforced in any court of competent jurisdiction. The prevailing party is entitled to reasonable attorneys’ fees and costs. The arbitration will be kept confidential except as required by law. Any claims arising under or related to these Terms of Service must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
The Terms of Service (including all relevant Additional Terms) are the entire agreement between you and Mobiquity relating to the subject matter herein and cannot be modified except in a writing signed by both parties, or by a change made by Mobiquity as set forth above.