Slap™ Website Terms and Conditions
Thank you for visiting the Slap™ website located at https://slapinc.com (the “Site”). The Site is an Internet property of Social Learning and Payments, Inc. (“Slap™,” “we,” “our” or “us”). The Site provides end-user visitors (“Visitors”) with: (a) access to certain information relating to the Slap Offerings (as defined below), as well as other Slap™-provided content (“Site Content”); (b) a means to apply for, and access, the Slap™ software platform and associated services (collectively, “Platform”), which enables individuals and/or entities (“Operators”) to track and reward (with merchandise, prizes or “loyalty points”) certain actions undertaken by end-users (“End-Users,” and together with Visitors and Operators, “Users”) within their designated online community and/or venue (“Community”); (c) access to the Platform Application Programming Interface and/or dashboard (collectively, the “API”) that Operators can use to: (i) establish preferences in connection with which actions are tracked and rewarded by End-Users within their Community; and (ii) monitor such End-User activity and reward same; (d) if needed by an Operator, and if approved by Slap™, access to one (1) or more Slap™-provided web page(s) to utilize the Platform and foster a Community (collectively, the “Platform Web Page”); (e) if needed by an Operator, access to Slap’s™ catalogue (“Platform Rewards Catalogue”) of gift cards and other merchandise (“Platform Rewards”) that an Operator can purchase and provide to End-Users as rewards based on criteria established by that Operator and tracked by the Platform; (f) access to certain promotions, contests and/or sweepstakes offered by Slap™ by and through the Platform, and otherwise, from time to time (collectively, “Promotions”); (g) the ability to receive a score based on certain activities undertaken as an End-User and/or Operator (“Seal Score”); (h) access to links of certain Slap™-sponsored Communities whereby Slap™ shall act as the Operator (“Slap™ Communities”); and (h) access to links that will take Users to third party website(s) where Users can attempt to download the Slap™ mobile application (“App,” and together with the Site, Site Content, Platform, API, Platform Web Page, Platform Rewards Catalogue, Promotions, Seal Score and Slap™ Communities, the “Slap™ Offerings”).
- Scope; Modification of Agreement. The Agreement constitutes the entire and only agreement between Users and Slap™ with respect to Users’ use of the Slap™ Offerings, and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to same. We may amend the Agreement from time to time in our sole discretion, without specific notice to our Users; provided, however, that: (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site and/or App (as applicable), and Users should review the Agreement prior to using any Slap™ Offerings. By a User’s continued use of the Slap™ Offerings, that User hereby agrees to comply with all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).
- Requirements; Necessary Equipment. The Slap™ Offerings are available only to valid legal entities and/or individuals who can enter into legally binding contracts under applicable law. The Slap™ Offerings are not intended for use by non-valid legal entities and/or individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age). If a User is not a valid legal entity, if that User is under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age) and/or if that User is unable to enter into legally binding contracts under applicable law, that User does not have permission to use and/or access the Slap™ Offerings. Users shall be responsible, at all times, for ensuring that they have a mobile device, Internet connection, wireless service plan and/or other equipment necessary to access and use the Slap™ Offerings.
- Registration; Account Rejection and/or Termination. In order to utilize certain of the Slap™ Offerings, including End-Users that wish to receive a Platform Reward or other reward granted to them by the applicable Operator, Users may be required to submit a registration form (each, a “Form”). The information that Users must supply on the applicable Form may include, without limitation: (a) the User’s full name; (b) the User’s user name and password; (c) the User’s e-mail address; (d) the User’s Stripe® account information (where purchasing Platform Rewards from the Platform Rewards Catalogue with a Stripe® account); and/or (e) any other information requested by Slap™ on the Form (collectively, “Form Registration Data”). Where a User accesses certain of the Slap™ Offerings using its Facebook® account, Slap™ may collect some or all of the following (depending on the User’s Facebook® account settings and the discretion of Facebook®): (i) the User’s e-mail address; (ii) the information listed in the “About Me” section of the User’s Facebook® account; (iii) the “interests” associated with the User’s Facebook® account; (iv) the User’s Facebook® account ID and the “likes” associated with the User’s Facebook® account; and (v) any other information collected via the Facebook® account interface, depending on the User’s Facebook® account settings (collectively, “Facebook® Registration Data,” and together with the Form Registration Data, the “Registration Data”). Each User agrees to provide true, accurate, current and complete Registration Data, as necessary, in order to maintain it in up to date and accurate fashion.
Slap™ may reject a User’s Form, reject a User’s attempted Facebook® registration and/or terminate a User’s Slap™ Offerings account (“Account”) at any time and for any reason, in its sole discretion. Such reasons may include, without limitation, where: (A) Slap™ believes that such User is in any way in breach of the Agreement; (B) Slap™ believes that such User is engaged in any improper conduct in connection with the Slap™ Offerings; and/or (C) Slap™ believes that such User is, at any time, conducting any unauthorized commercial activity by and through the Slap™ Offerings.
As part of the registration process, Users will be provided with, or must select, a user name and/or password. If the user name/password that a User requests is not available, that User will be asked to supply another user name. If Slap™ provides a User with a user name/password, that User can change that user name and/or password, or the one that the User selected during registration, at any time through its Account settings. Each User agrees to notify Slap™ of any known or suspected unauthorized use(s) of its Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of its user name/password. Each User shall be responsible for maintaining the confidentiality of its user name/password and Account. Each User agrees to accept responsibility for all activities that occur through use of its user name/password and Account, including any charges incurred therethrough.
Stripe® is a registered trademark of Stripe, Inc. (“Stripe”). Facebook® is a registered trademark of Facebook Inc. (“Facebook”). Slap™ is not in any way affiliated with Stripe or Facebook, and neither Slap™ nor the Slap™ Offerings are endorsed or sponsored by Stripe or Facebook.
- The Slap™ Offerings
(a) Compliance with Applicable Law. By accessing and using the Slap™ Offerings, each User agrees to use the Slap™ Offerings in accordance with all applicable Slap™ guidelines, as well as all applicable local, state, national, federal and international laws including, without limitation, any and all laws applicable to sweepstakes, contests, promotions, lotteries, gambling, privacy laws and the Federal Trade Commission Guidelines Concerning the Use of Endorsements and Testimonials (“Endorsements Guidelines”) (collectively, “Applicable Law”). Without limiting the foregoing, Operators must ensure that all disclosures required by the Endorsement Guidelines are prominently displayed where an End-User completes an action associated with a prospective Reward that could fall under the Endorsements Guidelines.
(b) Platform/API. Subject to Slap’s™ approval of a prospective Operator’s attempted registration, Slap™ grants to that Operator a non-exclusive, non-transferable, revocable and limited license to access and use the Platform and API in accordance with the terms, and during the term, of the Agreement, in order to track and reward certain actions undertaken by End-Users within their designated Community. Use of the API shall be governed by the API EULA. Use of the Platform can be achieved by and through a Platform Web Page, the App or through the incorporation of a widget in the applicable Community website’s page(s). Each Operator is solely responsible for establishing, by and through the API, the: (i) tracking parameters; and (ii) criteria for receiving loyalty points (“Slap™ Points”), certain Seal Score awards, a Platform Reward or other Operator-designated reward (“Operator Reward,” and together with the Platform Rewards, the “Rewards”) associated with their use of the Platform in connection with their Community. Without limiting the requirements set forth in Section 4(a) above, each Operator is solely responsible for ensuring that: (A) the Rewards provided to End-Users are in full compliance with laws applicable to sweepstakes, contests, promotions, gambling and lotteries; and (B) where required by applicable law, the Rewards provided to End-Users are subject to legally compliant rules. The Platform may contain buttons to allow Operators to promote their Community/use of the Platform by and through Twitter®, Facebook® and other social media websites (“Social Media Sites”).
Each User acknowledges and agrees that the access to, and the functionality of, the Platform and/or API may be interrupted and limited, and may not be error free. Without limiting the foregoing, Slap™ makes no warranties, representations or guarantees with respect to the availability and functionality of the Platform and/or API.
Please note that Seal Scores have no monetary or other value, and cannot be exchanged for cash, products and/or merchandise. Please note that Slap™ Points have no monetary or other value to End-Users, and cannot be exchanged for cash, products and/or merchandise by End-Users unless the applicable Community Operator establishes a value for such Slap™ Points. For purposes of the Agreement, Slap™ Points shall be considered Slap™ Offerings.
Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). Slap™ is not in any way affiliated with Twitter, and neither Slap™ nor the Slap™ Offerings are endorsed or sponsored by Twitter.
(c) Site Content. Subject to the terms and conditions of the Agreement, Users that possess the requisite technology shall have the opportunity to view, download and/or interact with all or some of the Site Content made available by and through the Site and/or other Slap™ Offerings. The Site Content is compiled, distributed and displayed by Slap™, as well as third-party content providers, such as End-Users, Operators and/or advertisers (collectively, “Third-Party Providers”). Slap™ does not control the Site Content provided by Third-Party Providers that is made available by and through the Slap™ Offerings. Such Third-Party Providers are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Site Content. The Site Content should not necessarily be relied upon. Slap™ does not represent or warrant that the Site Content and other information posted by and through the Slap™ Offerings is accurate, complete, up-to-date or appropriate. Users understand and agree that Slap™ will not be responsible for, and Slap™ undertakes no responsibility to monitor or otherwise police, Site Content provided by Third-Party Providers. Users agree that Slap™ shall have no obligation and incur no liability to such Users in connection with any Site Content. Users may find certain Site Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Site Content.
(d) Platform Web Page. Subject to the restrictions set forth in Section 4(j) below, and elsewhere in the Agreement, where an Operator requests, and Slap™ approves, Slap™ shall provide that Operator with a non-exclusive, non-transferable, revocable and limited license to one (1) or more Platform Web Page(s) that such Operator may use to host its Community. Operator may upload and display various media, content and material including videos, pictures/photographs, images, audio, text, graphics, music, trademarks, logos and artwork on the Platform Web Page (collectively, “Platform Web Page Content”).
(e) Rewards/Platform Rewards. Each Operator shall be responsible for providing Rewards, if any, in connection with End-Users’ actions within its Community, as tracked and recorded by the Platform. Where an Operator wishes to utilize Platform Rewards from the Platform Rewards Catalogue, and upon completing the applicable Form associated with the purchase of Platform Rewards: (i) the credit card that the Operator provided on the Form (where selected as its preferred payment method); or (ii) the Operator’s Stripe® account (where selected as its preferred payment method) (collectively, “Payment Method”) will be charged the applicable purchase price for the Platform Reward(s), plus shipping and handling and applicable sales taxes. ALL SALES ARE FINAL AND NON-REFUNDABLE.
The fees associated with each Operator’s purchases will appear on that Operator’s Payment Method statement through the identifier SLAPINC.COM. All prices displayed on the Platform Rewards Catalogue are quoted in U.S. Dollars, are payable in U.S. Dollars and are valid and effective only in the United States. Failure to use the Platform Rewards does not constitute a basis for refusing to pay any of the associated charges. Subject to the conditions set forth herein, each User agrees to be bound by the Billing Provisions of Slap™ in effect at any given time. Upon reasonable prior written notice to its Users (with an update to the Agreement and/or e-mail sufficing), Slap™ reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Continued use of any Slap™ Offerings and/or purchase of Platform Rewards after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any charges incurred prior to the applicable amendment or modification.
Slap’s™ authorization to provide and bill for the Platform Rewards is obtained by way of the applicable Operator’s electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Slap’s™ reliance upon an Operator’s electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically pre-empt all state laws that recognize only paper and handwritten signatures.
Where an Operator obtains Platform Rewards, and an End-User of that Operator qualifies for a Platform Reward, those Platform Rewards shall be delivered by the applicable Platform Reward-provider (“Reward Provider”) to the e-mail address or mailing address provided by the applicable End-User. Each Operator shall at all times remain fully responsible and solely liable for its Operator Rewards. Each User acknowledges and agrees that the Platform Rewards: (A) are provided, in whole or in part, by the applicable Reward Provider; (B) contain descriptions that are provided directly by such Reward Provider; (C) are subject to terms and conditions imposed by the applicable Reward Provider (“Platform Reward Terms”); and (D) are subject termination, suspension or modification in the applicable Reward Provider’s sole discretion. Operator and each End-User agree to comply, at all times, with any and all Platform Reward Terms. Slap™ does not represent or warrant that the descriptions of the Platform Rewards are accurate or complete. Do not assume that the offer, sale, purchase, export or import of any Platform Rewards is valid and legal simply because they are made available in connection with the Slap™ Offerings. Customer service, fulfilment, warranty claims, requests for technical or customer support, returns for malfunction or damage and other complaints, requests and inquiries associated with the Platform Rewards must be communicated to the applicable Rewards Provider and not to Slap™. Each End-User and/or Operator is responsible for paying/collecting (as applicable) any sales, use or other taxes related to any Rewards awarded in connection with the Slap™ Offerings. Slap™ shall not be liable to any User or third party for any claim in connection with any dispute between a User and a Reward Provider, any Rewards and/or the failure of any End-User to receive a Reward.
(f) Seal Score. Each End-User participating in a Community that incorporates the Platform will receive a Seal Score based upon certain online and offline activity tracked and recorded by and through the Platform, as more fully set forth in the FAQs[http://support.slapinc.com]. Each End-User Listing will be assigned a number based on the Ratings recorded by the Platform. The Seal Score for each End-User Listing will be accessible by other End-Users within the same Community(ies). If an End-User would like to opt-out of having its Seal Score tracked, that End-User should e-mail us at: firstname.lastname@example.org. Please be advised that where an End-User opts-out of having its Seal Score tracked, that End-User will not be able to access and/or enjoy any of the Slap™ Offerings and/or Operator Rewards and programs. Slap™ shall not be responsible or liable for the accuracy, completeness, usefulness or availability of any Seal Scores made available in or through the Slap™ Offerings.
(g) Promotions. From time-to-time, Slap™ offers Promotions by and through the Site. By providing true and accurate information in connection with the applicable Promotion registration form(s) and agreeing to the Contest Rules applicable to each Promotion, Users can obtain, or attempt to obtain, a chance to win the prizes and other awards offered through each Promotion, if any. Each User understands and agrees that Slap™ shall not be liable to such User or any third party for any claim in connection with that User’s participation in any of the Promotions.
(h) App. The App enables Operators to utilize the Platform and API by and through a mobile device. The Site contains links to the iTunes® store and, if and when the App is made available on the Android mobile platform, the Google Play® App store, where Users may be able to download the App. Users must be of sufficient legal age under applicable law to download the App. The iTunes® and Google Play® App stores are third party owned and operated websites. Use of those stores shall be governed by the applicable venue’s agreements, terms and conditions. Slap™ does not control the iTunes® store, Google Play® App store or any of the actions, policies or decisions made by the operators of those stores. Use of the App shall be governed by the EULA. Each User understands and agrees that Slap™ shall not be liable to any User or third party for any claim in connection with such User’s use of, or inability to use, the App.
Android® and Google Play® are registered trademarks of Google, Inc. (“Google”). iTunes® is a registered trademark of Apple, Inc. (“Apple”). Neither Slap™, the App or the other Slap™ Offerings are in any way affiliated with, endorsed or sponsored by Apple or Google.
(i) Slap™ Platform/Rewards. From time-to-time Slap™ may offer Slap™ Points and/or Rewards in connection with a Promotion or Slap™ Platform (collectively, “Slap™ Sponsored Offer”). Slap™ may solicit End-User submissions, such as photographs, essays, endorsements, text, videos and other content (“Slap™ Sponsored Offer Content”). By submitting Slap™ Sponsored Offer Content, each End-User irrevocably assigns to Slap™ the exclusive, perpetual and royalty-free right throughout the world to copyright, use and reuse, publish and republish, publicly display, reproduce, copy, modify, create derivative works, in whole or in part, in any medium, the Slap™ Sponsored Offer Content for any and all commercial or non-commercial purposes, or otherwise including, but not limited to, in connection with the exploitation, marketing, advertising and publicity of the Slap™ Offerings. Without limiting the foregoing, Slap™ shall have the exclusive rights throughout the world to copyright any of the above in its name as the owner and author and to secure any and all applicable renewals and extensions of such copyright. Solely for the purposes of any applicable copyright law, the Slap™ Sponsored Offer Content shall be considered a “work made for hire,” with Slap™ as the author. For purposes of the Agreement, Slap™ Sponsored Offers shall be considered Slap™ Offerings.
(j) Operator Content. Each Operator agrees that it is solely responsible for the Platform Web Page Content, Operator Rewards and/or other content, material, communications, feedback, products, services and/or other information and merchandise that is made available, published, transmitted and/or posted by and through the Community (and any website affiliated with the Community), Platform Web Page and otherwise by Operator and/or any of its End-Users by and through the Slap™ Offerings (collectively, “Operator Content”). By making the Operator Content available by and through the Slap™ Offerings, Operator gives to Slap™ a perpetual, irrevocable, worldwide license to make same available by and through the Slap™ Offerings. Without limiting the foregoing, Operator acknowledges and agrees that Slap™ shall be free to utilize certain features and aspects of the Platform Web Page Content in connection with marketing and promoting the Slap™ Offerings to third parties; provided, however, that Slap™ shall not be permitted to use any of Operator’s names, logos, trademarks or service marks in connection with such marketing and promotional activity. Each Operator represents and warrants that it owns and/or has any and all rights to publish, display, perform and permit the use of, and grant the license associated with, the Operator Content as contemplated by the Agreement. Without limiting the foregoing, Slap™ may reject and/or remove any Operator Content at any time and for any reason, in Slap’s™ sole discretion. Operator must immediately cease making such Operator Content available by and through the Slap™ Offerings after any such rejection and/or termination. Notwithstanding the foregoing, Slap™ undertakes no responsibility to monitor or otherwise police the Operator Content made available by and through the Slap™ Offerings. Each User and third party agrees that Slap™ shall: (i) have no obligations and incur no liabilities to such party in connection with any such Operator Content; and (ii) not be liable to any party for any claim in connection with the Operator Content.
(k) User Content. Users may be able to upload and/or post certain content, material, communications, feedback and/or other information including, without limitation, Slap™ Sponsored Offer Content, by and through a Community (and any website affiliated with the Community), Platform Web Page, Slap™ Sponsored Offer page and otherwise by and through the Slap™ Offerings (collectively, “End-User Content,” and together with the Operator Content, the “User Content”). Without limiting the license grant set forth in Section 4(i) above with respect to the Slap™ Sponsored Offer Content, by making the End-User Content available by and through the Slap™ Offerings, End-User gives to Slap™ a perpetual, irrevocable, worldwide license to make same available by and through the Slap™ Offerings. Without limiting the foregoing, End-User acknowledges and agrees that Slap™ shall be free to utilize certain features and aspects of the End-User Content in connection with marketing and promoting the Slap™ Offerings to third parties. Each End-User represents and warrants that it/he/she owns and/or has any and all rights to publish, display, perform and permit the use of, and grant the license associated with, the End-User Content as contemplated by the Agreement. Without limiting the foregoing, Slap™ may reject and/or remove any End-User Content at any time and for any reason, in Slap’s™ sole discretion. Notwithstanding the foregoing, Slap™ undertakes no responsibility to monitor or otherwise police the End-User Content made available by and through the Slap™ Offerings. Each User and third party agrees that Slap™ shall: (i) have no obligations and incur no liabilities to such party in connection with any such End-User Content; and (ii) not be liable to any party for any claim in connection with the End-User Content.
(l) User Content Restrictions. In connection with the User Content, each User agrees not to: (i) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (ii) display any audio files, text, photographs, videos or other images containing confidential information; (iii) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in the applicable User’s community, as defined under applicable law; (iv) impersonate any person or entity; (v) “stalk” or otherwise harass any person; (vi) engage in advertising to, or commercial solicitation of, Users or other third parties in a manner that is inconsistent with the practices of the applicable Operator’s Community; (vii) transmit any chain letters, spam or junk e-mail to any Users or other third parties; (viii) express or imply that any statements it makes are endorsed by Slap™; (ix) harvest or collect personal information of Users or other third parties whether or not for commercial purposes, without their express consent; (x) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Slap™ Offerings or related content; (xi) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (xii) remove any copyright, trademark or other proprietary rights notices contained within the Slap™ Offerings; (xiii) interfere with or disrupt any of the Slap™ Offerings and/or the servers or networks connected to same; (xiv) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (xvi) “frame” or “mirror” any part of the Site; (xvii) use metatags or code or other devices containing any reference to the Slap™ Offerings in order to direct any person to any other website for any purpose; and/or (xviii) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Slap™ Offerings or any software used on or in connection with same. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of such User’s Account and/or access to some or all of the Slap™ Offerings without notice, in the sole discretion of Slap™. Slap™ reserves the right to pursue any and all legal remedies against Users that engage in the aforementioned prohibited conduct.
- Representations and Warranties. Each User hereby represents and warrants to Slap™ as follows: (a) the Agreement constitutes such User’s legal, valid and binding obligation which is fully enforceable against such User in accordance with its terms; (b) such User understands and agrees that such User has independently evaluated the desirability of utilizing the Slap™ Offerings and that such User has not relied on any representation and/or warranty other than those set forth in the Agreement; (c) the execution, delivery and performance by such User of the Agreement will not conflict with or violate: (i) any order, judgment or decree applicable to such User; (ii) any provision of such User’s corporate by-laws or certificate of incorporation, if applicable; or (iii) any agreement or other instrument applicable to such User; (d) such User’s performance under the Agreement, such User’s use of the Slap™ Offerings, the User Content (if applicable), Community (if applicable) and any and all other material, content, products and/or services made available on, or linked to from, the Community (if applicable), will not: (i) invade the right of privacy or publicity of any third person; (ii) involve any libelous, obscene, indecent or otherwise unlawful material; (iii) violate any Applicable Law; and/or (iv) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity; (e) if applicable, User has all right, title and interest in and to the User Content as necessary to display/offer same, and grant licenses to Slap™, as contemplated hereunder; (f) if applicable, Operator will be solely responsible for the Operator Content, Community and any and all other material, content, products and/or services made available on, or linked to from, same; and (g) if applicable, each End-User will be solely responsible for its End-User Content and any and all other material, content, products and/or services made available on, or linked to from, same.
- Indemnification. Each User agrees to indemnify, defend and hold Slap™, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, contractors, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (a) the User Content and/or Community and any and all other information, products and/or services posted, made available and/or linked to in connection with each User’s use of the Slap™ Offerings or otherwise; (b) any dispute between any Operator, Reward Provider and/or End-User or other third party; (c) User’s breach of the Agreement and/or any representation or warranty contained herein; (d) any allegation that User (or any User Content) has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (e) any claim that Slap™ is obligated to pay any taxes in connection with such User’s use of the Slap™ Offerings; (f) any claim that User’s use of the Slap™ Offerings has violated any Applicable Law; and/or (g) User’s use of the Slap™ Offerings in any manner whatsoever.
- License Grant. Each User is granted a non-exclusive, non-transferable, revocable and limited license to access and use the Slap™ Offerings. Slap™ may terminate this license at any time for any reason. Unless otherwise expressly authorized by Slap™, Visitors and End-Users may only use the Slap™ Offerings for their own personal, non-commercial use. No part of the Slap™ Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. No User or other third party may use any automated means or form of scraping or data extraction to access, query or otherwise collect material from the Slap™ Offerings except as expressly permitted by Slap™. No User or other third party may use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Slap™ Offerings, or any portion thereof. No User or other third party may create any “derivative works” by altering any aspect of the Slap™ Offerings. No User or other third party may use the Slap™ Offerings in conjunction with any other third-party content. No User or other third party may exploit any aspect of the Slap™ Offerings for any commercial purposes not expressly permitted by Slap™. Each User further agrees to indemnify and hold Slap™ harmless for that User’s failure to comply with this Section 7. Slap™ reserves any rights not explicitly granted in the Agreement.
- Proprietary Rights. The Slap™ Offerings, as well as the organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to same, are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by any User or other third party of any part of the Slap™ Offerings is strictly prohibited. No User or other third party acquires ownership rights in or to any content, document, software, services or other materials viewed by or through the Slap™ Offerings. The posting of information or material by and through the Slap™ Offerings does not constitute a waiver of any right in or to such information and/or materials.
- Copyright Policy/DMCA Compliance. Slap™ reserves the right to terminate the Account of any User who infringes upon third-party copyright rights. If any User or other third party believes that a copyrighted work has been copied and/or posted via the Slap™ Offerings in a way that constitutes copyright infringement, that party should provide Slap™ with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location of the copyrighted work that such party claims has been infringed upon; (c) a written statement by such party that it has a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) such party’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such party that the above information in such party’s notice is accurate and, under penalty of perjury, that such party is the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Slap’s™ Copyright Agent for notice of claims of copyright infringement is as follows:
Social Learning and Payments, Inc.
Attn: DMCA/Copyright Agent
PO Box 97
Windham, NY 12496
- Legal Warning. Any attempt by any individual to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Slap™ Offerings is a violation of criminal and civil law and Slap™ will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.
- Disclaimer of Warranties. THE SLAP™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, SLAP™ MAKES NO WARRANTY THAT THE SLAP™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME: (A) WILL MEET ANY USER’S REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF HARMFUL COMPONENTS; AND/OR (D) WILL BE ACCURATE OR RELIABLE. THE SLAP™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SLAP™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET AND/OR MOBILE CONNECTION ASSOCIATED WITH THE SLAP™ OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM SLAP™ OR OTHERWISE THROUGH OR FROM THE SLAP™ OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
- Limitation of Liability. EACH USER EXPRESSLY UNDERSTANDS AND AGREES THAT SLAP™ SHALL NOT BE LIABLE TO THAT USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SLAP™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR INABILITY TO USE THE SLAP™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE SLAP™ OFFERINGS; (C) ANY DISPUTE BETWEEN ANY USERS AND/OR THIRD PARTIES; (D) ANY MATTER RELATING TO ANY USER CONTENT, REWARDS AND/OR COMMUNITY; (E) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER’S REGISTRATION DATA; AND (F) ANY OTHER MATTER RELATING TO THE SLAP™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. EACH USER HEREBY RELEASES SLAP™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF SLAP™ TO ANY USER UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE SLAP™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME, MAY BE BROUGHT BY ANY USER OR SLAP™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN EACH USER AND SLAP™. ACCESS TO THE SLAP™ OFFERINGS WOULD NOT BE PROVIDED TO ANY USERS WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF SLAP™ SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Third Party Websites. The Slap™ Offerings contain links to other websites on the Internet that are owned and operated by third parties including, without limitation, the iTunes® store, Social Media Sites and Operator websites. Slap™ does not control the information, products or services available on or through these third party websites. The inclusion of any link does not imply endorsement by Slap™ of the applicable website or any association with the website’s operators. Because Slap™ has no control over such websites and resources, each User agrees that Slap™ is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from or through any such websites or for the protection of any User’s data privacy by third parties. Any dealings with, or participation in Communities administered by, Operators, including the payment and delivery of Rewards, and any other terms, conditions, warranties or representations associated with such dealings or Communities, are solely between the applicable End-User and the applicable Operator. Each User further agrees that Slap™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or Communities.
- Editing, Deleting and Modification. We reserve the right in our sole discretion to edit and/or delete any documents, information or other content appearing on the Site.
- Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the Slap™ Offerings, any Rewards, any User Content, any Community, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties; and (b) each User agrees to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found Here. We may choose to provide petitioning Users with a final written settlement offer after receiving such User’s Initial Dispute Notice (“Final Settlement Offer”). If we provide a petitioning User with a Final Settlement Offer and that User does not accept it, or we cannot otherwise satisfactorily resolve that User’s dispute and that User wishes to proceed, that User must submit its dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties, in that User’s county of residence, by filing a separate Demand for Arbitration, which is available Here. For claims of Ten Thousand Dollars ($10,000.00) or less, a User can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards a User relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if that User retained an attorney to represent it in connection with the arbitration, we will reimburse any reasonable attorneys’ fees that such User’s attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from any User unless the arbitrator determines that such User’s claim was frivolous.
To the extent permitted by law, each User agrees that it will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that it may have against Slap™ and/or its employees, officers, directors, members, representatives and/or assigns. Each User agrees to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in the suit. Each User agrees to pay the attorney’s fees and court costs that Slap™ incurs in seeking such relief. This provision preventing Users from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any User’s rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. Any User may opt-out of these dispute resolution provisions by providing written notice of it decision within thirty (30) days of the date that it first accesses the Site.
- Miscellaneous. To the extent that anything in or associated with the Slap™ Offerings is in conflict or inconsistent with the Agreement, the Agreement shall take precedence, other than the: (a) Mobile EULA, which shall govern use of the App; (b) the API EULA, which shall govern use of the API; and (c) applicable Contest Rules, which shall govern the subject Promotions. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
- Contact Us. If any User has any questions about the Agreement, Slap™ Offerings or the practices of Slap™, that User can email us as at: email@example.com; or call us at: 1-888-527-6744.