FamilyApp® by Family Digital, Inc. – Terms of Use Agreement

Welcome to the FamilyApp®, operated by Family Digital Incorporated, a Delaware Corporation, (“the Corporation”).  Thank you for accessing our products and services (together, the “Services”) for your personal and non-commercial use.

The Services are provided to Users by the Corporation subject to the following Terms of Use.  The Corporation reserves the right, at any time and without formal Notice to the Users, to update these Terms of Use.

1. Acceptance of Terms of Use by Users.

Actions undertaken by Users to interact with the Services are understood to express (1) awareness by the Users as to these Terms of Use; and (2) acceptance by Users of these Terms of Use.  Actions undertaken by Users to interact with the Services include, but are not limited to, (a) accessing the Services with any electronic device, (b) downloading and/or installing the Services, or any component thereof, on any electronic device, whether via the Corporation’s Website, or via any application exchange provider or digital content distribution service, e.g., the Google® Play Store, the App Store by Apple® or the like; (c) exchanging data with others via the Services, including via peer-to-peer data exchange or any like capability; (d) accessing other digital content via the Services; and (e) other like data exchange interactions.

2. Contractual Obligations.

a. Actions undertaken by Users to interact with the Services, as set forth above, are voluntary actions on the part of the Users, and do not establish any specific contractual relationship between the Users and the Corporation, except as may be set forth by separate explicit paid contractual agreements between the Corporation and individual Contract Users, and Contracting User Organizations (“Providers”).
b. When the FamilyApp® is provided as a paid service to any Providers, separate terms and conditions of that engagement will be established in a Provider Agreement for the Services between such Providers and the Corporation.

3. Privacy and Security.

a. The Corporation values the patronage and privacy of Users of the Services and agrees not to share any personally identifiable information provided by Users via the Services with any Third Parties, including online vendors, digital data exchange services and/or digital media content providers without notification and expressed user consent.  See the separately-promulgated FamilyApp® by Family Digital, Inc. Personal Identifying Information Privacy Policy (“Privacy Policy”).

b. Users are cautioned that, while the Corporation has taken appropriate steps to provide a medium for secure data exchange between Users via the Services, and between individual Users and the Services, most information transmitted over the Internet is, by its nature, not secure.  As such confidentiality of data provided by Users cannot be absolutely guaranteed by the Corporation.  Use of the Services is undertaken subject to this understanding on the part of the Users.  The Corporation incurs no liability with respect to public release of any User information that may be obtained by any individual or entity bypassing or circumventing the extensive data security protocols established by the Corporation in the Services for the protection of User information.  Information of a legally confidential, proprietary or privileged nature should never be electronically exchanged via the Services.

c. Where access protocols are established for the benefit of the Users, protection of access via those secured interfaces is the sole responsibility of the Users.  Users expressly agree to not take any action to circumvent, bypass, or otherwise render ineffective the security protocols established by the Corporation for the use of the Services, including the sharing of log-in credentials, user identifications, screen names and/or associated passwords.

d. The Services provide a medium by which Users may create, upload, post, send, receive and store data content, including personal data content.  Users retain ownership rights in the data content provided to, or via, the Services.  Users grant to the Corporation a non-exclusive, royalty-free and fully paid, worldwide license, with the right to grant sublicenses, to reproduce, distribute, host, display, and otherwise use the data content of the Users for the purpose of operating, developing, providing and improving the Services, and researching and developing new services.  When Users participate in group chats, or employ a bot that relays User chats to others, Users grant to the Corporation a license to distribute, publish and promote User data content in the group or through the bot, including the unconditional right of the Corporation to share User data content with the operator of the bot.

f. The Corporation appreciates User feedback and suggestions about FamilyApp® and the Services.  By providing feedback and suggestions, Users grant to the Corporation permission to use the feedback and suggestions, and any User ideas as the Corporation, in its sole discretion, deems appropriate, without remuneration or compensation to the User.

4. Ownership of the Services.

The Services in their current form, or in any updated form that may be presented by the Corporation in the future at the sole discretion of the Corporation, are now, and will forever remain, the sole property of the Corporation and its successors and assigns.  Actions undertaken by Users to interact with the Services are with the permission of, and under a limited non-exclusive use license provided by, the Corporation, and do not establish any ownership rights in the Users with respect to the Services.

5. Acceptable Use of the Services.

The Corporation grants to Users a non-exclusive use license solely for the personal, non-commercial use of the Services.  Any improper or unlawful use of the Services, or use of the Services that is inconsistent with the spirit and intent of these Terms of Use, and the limited use license granted by the Corporation to the Users, is expressly prohibited, and will result in an automatic termination of such license as between the Corporation and any individual offending User(s), at the sole discretion of the Corporation, irrevocably and without warning to the individual offending User(s).  While not required to, the Corporation may from time to time review, screen and delete User data content at any time, and for any reason, including a determination by the Corporation that the data content violates these Terms of Use.  Users are solely responsible for the data content provided to, or passed through, the Services, including responsibility for back up of that data content.  Users may not independently sell, rent, lease, assign, distribute, copy, modify or host any part of the Services.  Users are expressly prohibited from taking any actions that may adapt, merge, make derivative works of, disassemble, decompile, reverse compile, expose source code or reverse engineer any part of the Services.

6. Limitations on Liability.

a. The Corporation provides the Services AS-IS.  The Corporation provides no warranties of any kind with respect to the use of the Services, including but not limited to NO WARRANTY TO ANY USER EXPRESS OR IMPLIED.  The Corporation SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

b. The Corporation provides no warranty as to the accuracy of any content provided to Users by the Services, and any non- Corporation-associated entity via the Services.  Although every effort is made to ensure that the material in the Services is accurate, timely and complete, the Corporation makes no warranties or representations as to the accuracy, timeliness or completeness of the content, or whether the content is free from changes, including those caused by Third Parties.

c. The Corporation does not provide, via the Services, any manner of professional advice of any kind including, but not limited to legal, medical, business, investment or other like professional advice.  Any reliance by a User on any information or purported advice provided by, or via, the Services, to the User’s benefit or detriment, is the sole responsibility of the User, and no recourse is available by the User as to the Corporation with respect to such beneficial or detrimental reliance.  In circumstances in which such advice appears to be provided via the Services, Users are cautioned to seek the counsel of professionals for legal advice, medical advice/diagnosis/treatment, business and investment counseling, and the like.

d. The Corporation has made every reasonable effort to debug the Services, and to ensure that the Services are compatible for use with common operating systems available on most commercially-available personal electronic devices.  The Corporation makes no warranties or representations that the Services will operate, without error, on any personal electronic device, and assumes no liability for interruptions, errors, computer viruses or other hazards to a User’s personal electronic devices resulting from the User’s interactions with the Services.

e. As a part of its functionality, the Services may be used as an interface to link to other Internet websites, data and content, not managed by the Corporation.  Unless otherwise indicated as a Services-sponsored link, the Corporation does not review, control or take responsibility for the accuracy of any accessed Third-Party content.  Such Third-Party content to which Users may gain access, or otherwise be exposed, via the Services are owned and controlled by Third Parties, and/or Third-Party organizations or entities whose Terms of Use, and specifically privacy and security policies and protocols, may differ from those provided by the Corporation via the Services.  An ability to gain access to such other content, not managed by the Corporation, via the Services, does not imply any endorsement on the part of the Corporation as to the content or credibility of the Third-Party service, information, or product(s) offered.  The Corporation expressly disclaims any liability arising from, or related to, User access of any linked or accessible content via the Services.

f. For Providers, the Corporation maintains an interface for access to certain Internet content, and links to particular Third Party electronic media content, via the Services.  The Corporation provides this capability in a neutral, non-discriminatory manner on the part of the Corporation and its representatives, and at the specific request of the Providers.  The Corporation assumes no liability for the accessibility, or lack of accessibility, to particular content at the request of, and according to contractual obligations with, Providers of the Services.  In such circumstances, providing access (e.g., through white listing), or limiting access (e.g., black listing), to certain content, as requested by a Provider, is at the sole discretion of the Provider, and does not imply endorsement or acceptance of the accessible content by the Corporation, or disparagement or rejection of the particularly Provider-requested non-accessible content by the Corporation.  [NOTE:  We should not go any further than this in our “Policy.”

7. Intellectual Property Protection

1. The content of the Services is copyrighted and may not be distributed, modified, reproduced or used, in whole or in part without the prior written consent of the Corporation, inclusive of these Terms of Use.  Additionally, source code for the Services may not be accessed, deconstructed, modified, forked or reused to another purpose by any User.
/ 2. The non-exclusive use license granted by the Corporation to Users (see paragraphs 4. and 5. above) extends to the downloading and/or printing of information from the Services to a User’s electronic devices for personal, informational, and non-commercial use by the User, providing copyright and proprietary information remains intact.
3. The term “FamilyApp” has special meaning as it pertains to the digital product of the Corporation, and FamilyApp® is a trademark of the Corporation.   All other trademarks, service marks and logos in content provided or accessed by the Services are the trademarks, service marks or logos of respective owners.
4. The Corporation makes no claim or warranty that use of the Services does not infringe any Third Party’s patent, or other intellectual property protection, rights.

8. Reservation of Rights.

The Corporation’s failure, if any, to enforce any provision of this agreement with respect to its Terms of Use for the Services against any individual User, or group of Users, shall not be construed as a waiver of any provision or right under these Terms of Use, including any abrogation of that provision or right, or any bar to later enforcement of that provision or right, including in state or federal court.

9.   Assertion of Rights.

This agreement shall be governed by, and construed in accordance, with the laws of the State of Delaware, without regard to its conflict of laws principles.  Users irrevocably agree that all actions or proceedings in any way, manner, or respect, arising out of or from or related to this agreement, and these Terms of Use, shall be litigated only in courts of Delaware, and specifically the District of Delaware (Wilmington).  Users hereby irrevocably consent and submit, without reservation, to the exclusive jurisdiction of any local, state or federal court located in Delaware, and in the District of Delaware (Wilmington), and waive any right such User may have to transfer the venue of any such action or litigation.

10. Contact Address.

Any written correspondence from a User regarding any provision of these Terms of Use, or any issue arising under these Terms of Use may be forwarded to Family Digital, Inc. via its registered agent:

Cooley LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, VA  20190-5656

Updated May 15, 2013