TERMS OF USE


WEBSITE TERMS OF USE


EFFECTIVE DATE: February 28, 2017

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. THIS IS A BINDING CONTRACT

Welcome to http://recess.is (the “Site”).

RECESS DIGITAL, INC., a Delaware corporation (“RECESS,” "us” or “we”) provides Site access, features, content and services to you subject to the following terms of use (the “Terms”). The Terms govern your use of and access to the Site, as well as any of our affiliated websites (together with the Site, the “Sites”) accessed through any platform or device, any mobile applications we may decide to offer from time to time (each, an “Application”), and any products, services, features, and Content (defined below) offered by us on or through the Sites or an Application (the “Services”, and together with the Sites and Application, the “Platform”). Therefore, it is crucial that you read and comprehend these Terms.

BY ACCESSING ANY SITE OR USING ANY APPLICATION OR ANY OTHER SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH (OR OTHERWISE INCORPORATED) HEREIN. IF AT ANY TIME YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SITES, THE APPLICATIONS AND ANY OTHER SERVICES.

BINDING EFFECT. This is a binding agreement. By using or accessing the any Site, Application or the Services, you agree to abide by these Terms, as they may be amended by RECESS from time to time.

MODIFICATION. We reserve the right, in our sole discretion, amend or revise these Terms at any time and from time to time, without notification to you. Any changes to the Terms will be effective immediately upon posting to the Site and/or Application. Any continued use by you of any Site, Application and/or the Services after changes have been posted constitutes your acceptance of those changes. Although we may attempt to notify you when major changes are made to these Terms, it is your responsibility to periodically review these Terms from time to time for changes. If at any time you find these Terms unacceptable, you must immediately cease all use of the Sites, Applications and/or Services.

ADDITIONAL TERMS. When accessing or using the Sites, Applications and/or Services, you may be subject to additional terms or rules of participation that we may provide that, in addition to these Terms, govern your use of and/or access to certain products or services that we offer (“Additional Terms”). We will present any such Additional Terms in conjunction with the applicable product and/or service. As a condition of using and/or accessing such products or services, you acknowledge and agree that you will comply with any such Additional Terms, and if you do not agree to comply with such Additional Terms you will not be able to use or access the applicable product or service. Any Additional Terms that we promulgate are hereby incorporated in these Terms by this reference.

PRIVACY POLICY. We respect your privacy and want you to have control over the treatment of your personal information. A complete statement of our current privacy policy (the “Privacy Policy”) can be found by clicking here. Our Privacy Policy is expressly incorporated into these Terms by this reference, and your use of any Site, Application or other Services indicates your agreement to our Privacy Policy as part of these Terms. If there is any conflict between these Terms and the Privacy Policy on any matters relating to the privacy of your personal information, the terms of the Privacy Policy will prevail. We may revise our Privacy Policy from time to time and any additional or different terms to our Privacy Policy will be effective upon being posted to any Site, Application and/or the Services. Any continued use or access of any Site, Application and/or the Services after changes to our Privacy Policy have been posted constitutes your agreement to be bound by the revised Privacy Policy. If we make changes to our Privacy Policy that, in our sole discretion, are material, we will notify you via the email address you have provided to us (when applicable), or via a notification on the Platform.

ACCOUNTS. To use certain features of the Platform, you may be directed to register and/or create a user profile or account (“Account”). You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. We will take commercially reasonable security precautions to ensure information you provide to us is safe, but no measures are completely secure. Therefore, we cannot guarantee the security of any information you provide to us on or through the Platform at any time.

As part of the registration process, you may be asked to creator a user name, submit your and your advisor’s (if applicable), name, address, email address, company name, college name, company title (if applicable), website, date of birth and/or similar information and to select a password. You agree that all information you provide to Recess for purposes of creating an Account or otherwise registering (“Registration Information”) will be true, accurate, current and complete and your failure to provide true, accurate, current and/or complete information shall constitute a breach of the Terms and may result in the immediate termination of your Account. You shall (i) promptly update your Registration Information to keep it true, accurate, current and complete; and (ii) maintain the confidentiality of your password. If you are registering and/or creating and Account on behalf of an entity, college, university, or other organization, you hereby represent and warrant that you are authorized to do so. Additionally, you hereby represent and warrant that you are authorized to submit any contact information for your advisor (if applicable).

In registering and/or creating an Account, YOU SHALL NOT: (a) select or use the email address or user name of another person with the intent to impersonate that person or without the authorization to do so, (b) use a name subject to the rights of any other person without authorization, (c) use an email address or user name that is profane, offensive or otherwise inappropriate or (d) allow any other party to use your Account and/or password except as set forth herein.

YOU MAY NOT SHARE OR TRANSFER YOUR ACCOUNT. You may not disclose your password to anyone. You agree to immediately notify us by sending an email to info@recess.is of any known or suspected unauthorized use(s) of your Account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. You understand and agree that you shall be liable for all activities that occur under any Account created for your use, even if such activities were not committed by you. We are not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password. For the purpose of clarity, it will not be considered sharing or transferring your Account if you update your Registration Information to account for a change in position at your applicable entity, college or other organization, such as updating your or your advisor’s (if applicable) contact information.

We reserve the right to refuse service, terminate Accounts, remove or edit content, or cancel orders in our sole discretion at any time, for any reason, without notice. For example, if we have reasonable grounds to suspect your Registration Information is fraudulent or inaccurate, we may suspend or terminate your account and refuse any and all current or future use of the Platform.

You may cancel your Account at any time by contacting us at info@recess.is and cancellation will take effect immediately. We reserve the right to temporarily or permanently restrict or block access to the Platform to any users who have had their Accounts cancelled.

PLAYGROUND- MARKETPLACE PLATFORM

Through our Playground Marketplace, we offer a way for brands, advertisers, marketers or their agents, and/or other companies or businesses (individually a, “Brand”) to present offers to sponsor college events (each and “Offer”).

If you are a college signing up to be part of the Playground Marketplace, you will be required to create a profile for your college events, including uploading basic information about events you are offering sponsorship rights to (each, an “Event”), Event description, Event date, time, attendance, sponsorship fees, graphics, event images, and other information and content (“Event Content”). You acknowledge and agree that Event Content uploaded to the Platform may be made available to Brands by Recess in order to solicit Offers, and will not be subject to our Privacy Policy. We will present you with Offers we receive, and you will have the right to reject any Offers we submit. You may remove your Event Content and any Event from the Platform at any time. You also acknowledge and agree that if you choose to accept any Offer, you may be required to enter into Additional Terms applicable to that Offer. Once an Offer is accepted, details of the sponsorship may be advanced through the Platform (i.e load in time, run of the show information, load out time ect.) and your contact information may be shared with the applicable Brand in order to facilitate the transaction in accordance with our Privacy Policy. During the advancing process, you may receive the applicable Brand’s contact information. You agree to use any such contact information received solely for the purpose of advancing the sponsorship you have purchased, and for no other purpose and agree that you shall not collect, attempt to collect or store any personal information of others through the Platform. Without limiting the foregoing, and for the purpose of clarity, you acknowledge and agree that you are prohibited from using contact and other information obtained through your participation in the Playground Marketplace to attempt to contact and/or initiate contact for any purpose, including attempting to enter into any negotiations or contractual obligations, either directly or indirectly, with any Brand you are introduced to by Recess through your participation in the Playground Marketplace, unless such approval is specifically granted in written form by us.  If it appears that you are in violation of the terms of this section, you acknowledge and agree that we, in addition to all other legal and equitable remedies, shall be entitled to an injunction to restrain you from continuing said relationship and also recover any and all damages or losses either direct or indirect as a result of any such relationship, including punitive damages.

You are solely responsible for all Event Content you upload, publish, privately transmit, or otherwise share through the Platform so please do not share or post any private or confidential information or materials. We reserve the right, without limiting any other rights or remedies available to us, to edit or remove any Event Content from any of the Platformat any time and for any reason without your consent or notification. We will not be liable for any damages or loss resulting from the removal of any Event Content from the Platform.

You represent and warrant that your Event Content:

-       Will not defame, harass, harm or threaten any users or any other third party

-       Will not advocate or incite any illegal activity.

-       Will not contain any false, inaccurate or misleading information, materials or links to websites

-        Will not contain any materials, information, or links to websites that infringe or violate the rights of any third party including without limitation any third party’s copyright, patent, trademark, trade secret, rights of publicity, rights of privacy, or that violate any other laws or regulations

-       Will not contain any private information of any third parties

-       Will not contain any viruses, trojan horses or other harmful code or programs that may damage the operations of any system or unlawfully intercept data or personal information

-       Will not impersonate another person or entity or falsely claim an affiliation with any person or entity

-       Will not advertise, solicit or attempt to make available any unsolicited or unauthorized advertising or promotional materials.

By submitting Event Content through the Platform, you grant us an irrevocable, perpetual, non-excusive, royalty free, freely transferrable, sub-licensable, worldwide license to use, copy, sell, publically display, transmit, publically perform, create derivative works of, reformat, and distribute your Event Content for any purpose and in any media without compensation to you.

If you are a Brand signing up to be part of our Playground Marketplace, you will be able to submit Offers to sponsor Events through the Platform, and may be able to upload, submit, post or otherwise make available other content, materials and/or information (“Brand Content”). Once an Offer submitted is accepted, you will be subject to Additional Terms applicable to such Offer. In some cases, an accepted Offer will be advanced through the Platform, and you may receive contact information for the applicable college for advancing purposes. You agree to use any such contact information received solely for the purpose of advancing the sponsorship you have purchased, and for no other purpose and agree that you shall not collect, attempt to collect or store any personal information of others through the Platform. Without limiting the foregoing, and for the purpose of clarity, you acknowledge and agree that you are prohibited from using contact and other information obtained through your participation in the Playground Marketplace to attempt to contact and/or initiate contact for any purpose, including attempting to enter into any negotiations or contractual obligations, either directly or indirectly, with any college you are introduced to by Recess through your participation in the Playground Marketplace, unless such approval is specifically granted in written form by us.  If it appears that you are in violation of the terms of this section, you acknowledge and agree that we, in addition to all other legal and equitable remedies, shall be entitled to an injunction to restrain you from continuing said relationship and also recover any and all damages or losses either direct or indirect as a result of any such relationship, including punitive damages.  

You are solely responsible for all Brand Content you upload, publish, privately transmit, or otherwise share through the Platform so please do not share or post any private or confidential information or materials. We reserve the right, without limiting any other rights or remedies available to us, to edit or remove any Brand Content from any of the Platformat any time and for any reason without your consent or notification. We will not be liable for any damages or loss resulting from the removal of any Brand Content from the Platform.

You represent and warrant that your Brand Content:

-       Will not defame, harass, harm or threaten any users or any other third party

-       Will not advocate or incite any illegal activity.

-       Will not contain any false, inaccurate or misleading information, materials or links to websites

-        Will not contain any materials, information, or links to websites that infringe or violate the rights of any third party including without limitation any third party’s copyright, patent, trademark, trade secret, rights of publicity, rights of privacy, or that violate any other laws or regulations

-       Will not contain any private information of any third parties

-       Will not contain any viruses, trojan horses or other harmful code or programs that may damage the operations of any system or unlawfully intercept data or personal information

-       Will not impersonate another person or entity or falsely claim an affiliation with any person or entity

-       Will not advertise, solicit or attempt to make available any unsolicited or unauthorized advertising or promotional materials.

By submitting Brand Content through the Platform, you grant us an irrevocable, perpetual, non-excusive, royalty free, freely transferrable, sub-licensable, worldwide license to use, copy, sell, publically display, transmit, publically perform, create derivative works of, reformat, and distribute your Brand Content for any purpose and in any media without compensation to you.

 

We are not liable for the contents of any Event Content made available by us and/or through the Platform and have no responsibility to monitor or evaluate the Event Content. You understand that by visiting or using the Platform, you may be exposed to content that you may consider to be offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Event Content including, but not limited to, any errors or omissions in any Event Content, or any loss or damage of any kind incurred as a result of the use of or reliance on any Event Content posted, emailed, transmitted or otherwise made available by us and/or on the Platform.

We do not intend to create or imply any endorsement of any of the Event Content nor do we verify or vouch for such content.

We are not liable for the contents of any Brand Content made available by us and/or through the Platform and have no responsibility to monitor or evaluate the Brand Content. You understand that by visiting or using the Platform, you may be exposed to content that you may consider to be offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Brand Content including, but not limited to, any errors or omissions in any Brand Content, or any loss or damage of any kind incurred as a result of the use of or reliance on any Brand Content posted, emailed, transmitted or otherwise made available by us and/or on the Platform.

We do not intend to create or imply any endorsement of any of the Brand Content nor do we verify or vouch for such content.

You acknowledge and agree that you are solely responsible for your interactions with other people and entities, whether online or in person. Recess is not responsible or liable for any loss or damage resulting from any interaction with other Platform users, persons or entities you meet through the Platform, or persons or entities who find you because of information posted on, by or through the Platform. You agree to take reasonable precautions in all interactions with other users on the Platform. Recess is under no obligation to become involved with any user dispute, but may do so at its own discretion.

INTELLECTUAL PROPERTY. All text, designs, graphics, logos, page headers, button icons, scripts, service names, technical documentation, product information, visual interfaces, images, photographs, trademarks, sounds, music, videos, streaming content, software and artwork (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement thereof, contained on or made available through the Platform is owned, controlled by us, or licensed to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. All other intellectual property not owned by us that appear on or is available through the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

YOU MAY NOT copy, use, republish, download, post, publically display, transmit, reproduce or distribute in any way the Content (or any portion thereof) in any manner without our prior express written permission, unless expressly permitted in the Terms. Nothing on the Platform should be construed as granting, by implication, or otherwise, any license or right to use any Content, without the prior written permission of the Content owner. We enforce our intellectual property rights to the fullest extent permitted by law. Any unauthorized attempt to copy or modify the Content, or to circumvent or defeat any of the security features design to protect the Content, is strictly prohibited.

LIMITED LICENSE TO USE SITE AND SERVICE. Subject to these Terms, you are granted a limited, non-sub licensable right to use and access the Platform and all Content contained therein for your personal and informational use only. The foregoing license grant does NOT include the right for you to: 1) publish, publicly perform or display, or distribute to any third party any Content, including reproduction on any computer network or broadcast or publications media; 2) market, sell or make any commercial use not expressly permitted herein of the Platform or any Content; 3) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; 4) make derivative uses of the Sites, Applications and the Services or the Content; or 5) use, frame or utilize framing techniques to enclose any portion of the Sites, Applications and the Services (including the images found on the Sites, Applications and/or Services or any text or the layout/design of any page or form contained on a page). All modifications and enhancements to the Sites, Applications and Services remain the sole property of Recess.

Any unauthorized use of the Sites, Applications or Services terminates the permission or license granted by us and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Sites so long as the link does not portray us, the Sites, Applications or its products or Services in a false, misleading, derogatory, or otherwise offensive matter or does not otherwise create an implication of endorsement by us. You may not use any Recess’s name, likeness, logo or other proprietary graphic or trademark as part of the link without express written permission. If you place a link to the Site(s) on a third party website, you must adhere to our linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Recess and/or its licensors’ names and trademarks, (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with us, (iii) when selected by a user, the link must display the Site(s) on full-screen and not within a frame on the linking site, and (iv) we reserve the right to revoke its consent to the link at any time and in its sole discretion.

You are prohibited from violating or attempting to violate any security features of the Sites, Applications or any other Services, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Sites, Applications or any other Services, system or network, or to breach security or authentication measures without proper authorization; (c) using any automated process or service (such as, by way of example only, any spider, robot, or automated searching or “scraping” tool) to monitor, access or copy any Content available from the Sites or the other Services; (d) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to any Site or Application (or any server that supports our Services), overloading, initiating or facilitating any “denial of service” attack, “flooding,” “spamming,” “mail bombing,” or “crashing;” (e) using the Sites, Applications or any other Services or our servers to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Sites, Applications or any other Services; or (g) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by RECESS or its business partners in providing the Services. Any violation of system or network security may subject you to civil and/or criminal liability, and may result in your temporary or permanent loss of access to and use of the Sites, Applications and/or the other Services.

WE MAY DISCONTINUE OR SUSPEND OUR SITES, SERVICES OR YOUR ACCESS. We reserve the right to add, change, modify, suspend or discontinue (temporarily or permanently) any portion of the Sites, Applications and/or the Services, in our sole discretion, at any time with or without notice. In addition, we may impose limits on any portion of the Sites, Applications and/or the Services or restrict your access to portions of or the entire Site, Application and/or Services in our sole discretion without notice or liability. We reserve the right to modify or terminate any award programs, special promotions, contests or sweepstakes at any time in our sole discretion and without notice.

We have the right to restrict, deactivate, suspend or terminate your access to the Sites, Applications and/or the Services, including deletion of your Account (when applicable) and all related information in your account at any time and for any reason without giving you prior notice. We will not be liable to you for any of these actions.

You understand that if you violate any of the Terms, we reserve the right, without limiting any other remedy available in law or equity, to revoke your right to use the Sites, Applications and/or the Services and to use any technological, legal, operational or other means available to use to enforce the provisions of these Terms, including blocking IP addresses.

ELIGIBILITY. Use of the Sites, Applications and the other Services is void where prohibited. The Sites, Applications and the other Services are intended solely for users who are 13 years of age or older. Any use of or access to any Site, Application or other Services by anyone under 13 is unauthorized and in violation of these Terms. By using any Sites, Applications or other Services, you represent that you are at least 13 years old, and that you understand and agree to abide by all of these Terms.

The Sites, Applications and Services are operated from the United States. We do not represent or warrant that the Sites, Applications or Services (or any part thereof) are appropriate or available for use in any particular country other than the United States. In choosing to access the Sites, Applications and/or Services you do so on your own risk, and are responsible for complying with all local laws, rules and regulations.

IF YOU ARE A USER ACCESSING THE SITES, APPLICATIONS OR SERVICES FROM ANY OTHER COUNTRY WITH LAWS OR REGULATIONS GOVERNING PERSONAL DATA COLLECTION, USE, AND DISCLOSURE THAT DIFFER FROM UNITED STATES LAWS, PLEASE BE ADVISED THAT THROUGH YOUR CONTINUED USE OF THE SITES AND/OR SERVICES, YOU ARE TRANSMITTING YOUR PERSONAL INFORMATION TO THE UNITED STATES AND YOU CONSENT TO THAT TRANSMISSION. ADDITIONALLY, YOU UNDERSTAND THAT YOUR PERSONAL INFORMATION MAY BE TRANSMITTED TO AND PROCESSED IN COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING PERSONAL INFORMATION MAY BE LESS STRINGENT THAN IN YOUR COUNTRY. ADDITIONALLY, YOU UNDERSTAND THAT YOUR PERSONAL INFORMATION MAY BE TRANSMITTED TO AND PROCESSED IN COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING PERSONAL INFORMATION MAY BE LESS STRINGENT THAN IN YOUR COUNTRY.

DMCA TAKE DOWN. We have in place certain legally mandated procedures regarding allegations of copyright infringement occurring on a Site, Application or with our other Services. We have adopted a policy for responding to allegations of infringement, and that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of Recess or of a third party, or otherwise violated any intellectual property laws or regulations. Our policy is to investigate any allegations of copyright infringement brought to our attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information by sending an email or letter to the Designated Agent listed below:

(a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(b) identification of the material that is claimed to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as a URL or screen shot);

(c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;

(d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(e) a statement that the information in your notice is accurate, and that, under penalty of perjury, you are authorized to act on behalf of the owner of the material being infringed; and

(f) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Upon notification, we will remove or disable access to the infringing material and notify the user that it has removed or disabled access to the material.

If the user believes in good faith that the material that was removed is either not infringing, or that it has the right to post and use such material from the copyright owner or pursuant to the law, the user must send a counter-notification containing the following information to the Designated Agent listed below:

1.   A physical or electronic signature of the user;

2.   Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;

3.   A statement that the user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and

4.   The user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the user’s address is located, or if the user’s address is located outside the United States, for any judicial district in which Recess is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notification is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 14 business days or more after receipt of the counter-notice, solely at our discretion.

It is our policy to terminate repeat infringement offender’s access to a Site, Application and/or Services, and we reserve the right to do so.

Please contact our Designated Agent at the following address:

Deuce Thevenow, Co-Founder

RECESS Digital Inc

5 Rose Ave #3

Los Angeles, CA 90291

Email: info@recess.is

UNSOLICITED SUBMISSIONS. Because we are always working on multiple projects and developing new ideas internally, our policy is not to accept or consider any ideas, suggestions or creative materials where we have not specifically requested them. Accordingly, you must not send us any original creative materials, and to the extent that you violate this restriction, anything that you do submit to us will be considered non-confidential and non-proprietary, and we may use anything that you submit to us for any purpose whatsoever and without any obligation to you

NO WARRANTIES. THE SITES, APPLICATIONS AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RECESS MAKES NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITES, APPLICATIONS OR THE SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITES, APPLICATIONS THE AND/OR THE SERVICES IS AT YOUR SOLE RISK. RECESS DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES, APPLICATIONS AND/OR THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE OPERATION OF THE SITES, APPLICATIONS AND/OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITES, APPLICATIONS OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS DISCLAIMERS.

DISCLAIMER REGARDING THIRD-PARTY CONTENT. THE SITES, APPLICATIONS AND THE SERVICES, AS WELL AS ANY PRESENCE OR CONTENT THAT WE MAINTAIN ON SOCIAL MEDIA OR OTHER THIRD-PARTY SITES AND APPLICATIONS, MAY PRESENT YOU WITH THE IDEAS, OPINIONS AND VIEWS OF THIRD-PARTIES, ALL OF WHOM ARE BEYOND THE CONTROL OF RECESS. WE DO NOT AND CAN NOT BE RESPONSIBLE FOR, OR OTHERWISE ENDORSE OR GUARANTEE, THE ACCURACY OR TRUTHFULNESS OF ANY SUCH CONTENT GENERATED BY THIRD PARTIES.

FURTHER DISCLAIMER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT WE HAVE CREATED THE SITES, APPLICATIONS AND SERVICES FOR THE PURPOSE OF PROVIDING CONTENT THAT WE BELIEVE OUR USERS WILL ENJOY, AND WHILE WE EXERCISE REASONABLE EFFORTS TO MONITOR THE INFORMATION ON THE SITES AND AVAILABLE FROM OUR OTHER SERVICES, AND TO UPDATE THE SITE REGULARLY, YOU UNDERSTAND AND AGREE THAT WE CANNOT AND DO NOT GUARANTEE THE ACCURACY, CURRENCY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL INCLUDED ON ANY SITE OR PROVIDED BY ANY SERVICES, OR ON ANY SITE ACCESSIBLE FROM THE SITES OR WITH USE OF OUR OTHER SERVICES.

LIMITED LIABILITY. OUR LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITES, APPLICATIONS AND/OR THE SERVICES OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU UNDER THESE TERMS BY RECESS. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. WE MAY TERMINATE YOUR ACCESS TO THE SITES, APPLICATIONS AND/OR THE SERVICES OR ALTER OR DELETE THE SITES, APPLICATIONS OR THE SERVICES OR ANY CONTENT OR FEATURES AT ANY TIME, IN ANY WAY, AND FOR ANY REASON OR NO REASON, ALL IN OUR SOLE DISCRETION.

INTERNET ACCESS. You are responsible for any Internet connection and/or telecommunication fees and charges that you incur when accessing the Sites, Applications and/or the Services, or any portion thereof.

CUSTOMER COMMUNICATIONS. When you communicate with us through use of or access to the Platform (including contacting us via the Platform or communicating with us via the live chat feature of the Platform) or send e-mails to us (collectively, “Customer Communications”), you are communicating with us electronically, and you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

In connection with Customer Communications, you are prohibited from: (a) transmitting data, texts, images, files, links, software, or any other content that is illegal, harmful, threatening, abusive, harassing, slanderous, vulgar, obscene, racist or in other ways objectionable; (b) harming others in any way; (c) passing off as another person; (d) transmitting content you are not authorizedto transmit; (e) transmitting content that violates the rights of third parties; (f) transmitting software viruses, files or programs designed to  interrupt, destroy or restrict the functioning of the computer software and hardware or of telecommunication systems; and (g) harassing, threatening, slandering, importuning, or embarrassing anyone.

We welcome your comments and feedback. All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in Customer Communications, such as your suggestions regarding improvements that we make to the Sites, Applications or Services (collectively, “Comments”) will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory relating to submissions. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. By sending us Comments or any other content, you warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute such Comments and content and grant us the right to do the same. You hereby irrevocably waive any claims based on moral rights and similar theories, if any. We reserve the right to use any Comments.

THIRD PARTY CONTENT AND SERVICES. The Platform may also advertise, offer, or make available information, content products and/or services provided by third parties, and certain features of the Platform are operated by third parties on our behalf (“Third Party Services”). When purchasing or using a product or service that is offered by or operated by a third party, you shall be subject to any terms of use, policies or other agreements of the third party offering or operating such Third Party Services, as well as the Terms. Third Party Services are provided solely for your convenience and we makes no representations or warranties regarding any Third Party Products and takes no responsibility and assumes no liability for any Third Party Services. By making Third Party Services available on or through the Sites, Applications and/or Services, we are not implying endorsement or responsibility for such Third Party Services.

HYPERLINKS. Our Sites, Applications and/or Services may contain links to other websites that are not maintained or controlled by us (each a “Linked Site”). You acknowledge and agree that we are not responsible for the availability of any external services, products or materials offered on Linked Sites. Such Linked Sites are not monitored or checked for accuracy or availability. We are not responsible the content posted on any Linked Site accessed through the Sites, Applications and/or Services or any third party applications or software made available through a Linked Site. By including a Linked Site on the Sites, it does not imply endorsement thereof by us. You further acknowledge and agree that 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 the use of or reliance on any materials on or available from such services and websites. You are responsible for viewing and abiding by the terms of use and privacy policies of any Linked Sites posted on their websites.

INDEMNITY. You agree to indemnify and hold harmless Recess, its affiliates, members, managers, officers, employees, consultants, licensors, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Sites, Applications or any other Services, your violation and/or breach of these Terms, or your infringement, or infringement via the Platform by any other user of your computer or mobile device or any account that you establish under these Terms, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

GOVERNING LAW. These Terms will be construed in accordance with and governed by the laws of the United States and the State of California, without reference to rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles, California, USA in all disputes arising out of or related to the use of the Sites, the Application, the other Services or any actions or transactions related to your use thereof or to these Terms.

SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

NO LICENSE. Nothing contained on any Site, Application or available through the other Services should be understood as granting you a license to use any of our trademarks, service marks, or logos, or the trademarks, service marks, or logos owned by any third party, or any rights to our Content broader than or otherwise in excess of the rights expressly granted under these Terms.

CALIFORNIA OPERATED. The Platform is controlled and operated by RECESS from its offices in the State of California. We make no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Sites, Applications and the other Services should not be construed as Recess purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

ACKNOWLEDGEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM, AND YOU UNDERSTAND THAT BY VISITING THE SITES, OR USING ANY APPLICATION OR ANY OTHER SERVICES AND ACCESSING, VIEWING, OR OTHERWISE USING ANY CONTENT THAT WE OFFER, YOU ARE INDICATING YOUR CONTINUING AGREEMENT TO THESE TERMS.

CONTACT INFORMATION. If you have any questions or comments concerning us, any Site, Application, or other Services, these Terms, or anything related to any of the foregoing, we can be reached at the following email address or via the contact information available from the following hyperlink:

CONTACT PAGE

info@recess.is

 

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