Last Revised: October 25, 2016
Welcome to Imzy’s Terms of Service Agreement. Imzy provides a social platform that allows our users ("Users") to join, and to create, communities. We want you to know your rights and our rights, so we have prepared this Agreement ("Agreement") between Saurus, Inc., a Delaware corporation doing business as Imzy ("Imzy," "we," or "us") and you. This Agreement sets forth the terms of your use of the Imzy website located at www.imzy.com, including the services and resources available or enabled via the Site (the "Services").
We tried to write this for real people to actually read, but please feel free to contact us at email@example.com if you have any questions or suggestions for improvement.
BY CLICKING ON THE "I ACCEPT" BUTTON, CREATING AN ACCOUNT WITH US, AND/OR BROWSING THE SITE OR DOWNLOADING OUR MOBILE APPLICATIONS (THE "APPLICATION(S)" AND COLLECTIVELY WITH THE IMZY WEBSITE, THE "SITE"), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH IMZY, AND (3) YOU HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT.
If you don’t agree to abide by all the terms and conditions of this Agreement, that’s a bummer, because that means you may not access or use the Site or the Services.
PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF UTAH, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
We are a growing company trying to provide Services you’ll love, and as we evolve to best fit our Users’ needs, we may need to make changes to these terms. Imzy reserves the right to modify this Agreement by posting an updated Agreement on the Site. We will also update the "Last Updated" date at the top of this Agreement. If we make any material changes, and you have registered with us to create an Account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. YOU MAY PROVIDE US WITH EITHER AN E-MAIL ADDRESS OR YOUR MOBILE PHONE NUMBER, BUT YOU SHOULD PROVIDE US WITH YOUR E-MAIL ADDRESS IF YOU WANT TO RECEIVE NOTICE OF MATERIAL CHANGES TO THIS AGREEMENT, AS WE WILL NOT SEND TEXT MESSAGES TO USERS WHO ONLY PROVIDE US WITH THEIR PHONE NUMBER. Any changes to the Agreement will be effective immediately for new Users of the Site and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Site for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Users who have registered to create an Account. We may require you to provide consent to the updated Agreement in a specified manner before further use of the Site and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT AGREEMENT.
Because we want you to be as informed as possible, we will keep a public record of all versions of our Agreement so you can easily compare and contrast and understand exactly what’s changed. We’ll post a link here as soon as we make any updates.
Our Services are not directed at people under the age of 13, and we do not knowingly collect any personal information from such people. If you know that a User under the age of 13 is accessing our Services, please contact us at firstname.lastname@example.org.
Please review the rest of the content below, especially the rest of this "About You" section, as these rules govern what you can and can’t do (and some things you must do) using our Services, and you will be legally bound to them.
Don’t mess with Imzy in any other ways not listed here, either. Use common sense in how you interact with the Services and with other Users. We go much more in depth on how to behave within the Services platform in our Community Policy.
We may monitor or review the Site, Services and Content at any time. Without limiting the foregoing, we have the right, in our sole discretion, to remove any of Your Content for any reason (or no reason), including if Your Content violates the Agreement or any applicable law. Although we don’t generally monitor User activity, if we become aware of any possible violations by you of any provision of the Agreement, we reserve the right to investigate such violations.
Anyone can create an Imzy community—even you! When you create an Imzy community, you become the community leader for that community ("Community Leader"). As the Community Leader, you can customize what kinds of Content Users can post in your community, what applications are enabled in the community, and rules for posting in your community. Community Leader is an unofficial, voluntary position. We reserve the right to revoke that position for any User at any time. If you become a Community Leader, you agree to the following:
Without advance notice, at any time and for any reason, including but not limited to violation of this Agreement, we may (a) suspend your access to the Site and/or Services, (b) suspend or terminate your Account, and/or (c) remove any of Your Content from the Site and/or Services.
Here are some things you need to know about Imzy.
You warrant that you own or have a fully paid, royalty-free, perpetual, irrevocable, worldwide nonexclusive, and fully sublicensable right and license (including moral rights) to use, host, store, cache, reproduce, perform, display, distribute, adapt, modify, publish, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, Your Content. We agree that you retain all rights to Your Content. It’s your intellectual property to do with as you wish, and any royalties or reimbursement you get for Your Content outside of Imzy are entirely yours. We’re proud your work found a home here, but we would never want to limit its use outside of Imzy.
You agree that submission of any ideas, suggestions, documents, and/or proposals to us through our suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, nonexclusive, and fully sublicensable right and license (including moral rights) to use, host, store, cache, reproduce, perform, display, distribute, adapt, modify, publish, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site, the Services and the Content.
By sharing Your Content through the Services, you grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide nonexclusive, and fully sublicensable right and license (including moral rights) to use, host, store, cache, reproduce, perform, display, distribute, adapt, modify, publish, re-format, and create derivative works of that Content in any manner.
The rights you grant in this license are only to allow us to operate the Services. These rights include allowing us to use third-party service providers in the operation and administration of the Services and the rights granted to us are extended to these third parties to the degree necessary in order for the Services to be provided. Without your grant of these rights, we can’t display Your Content to the community you’re trying to submit it to or even to you directly, index it for searching, or make backups to prevent data loss, etc.
This license is not intended to give Imzy the right to make substantive editorial changes or derivations to Your Content, but it does, for example, enable other Users to repost, comment on, or use other functionalities through the Services in relation to Your Content.
If you terminate your Account or delete a username, we are committed to making Your Content inaccessible to others, but that may not be completely possible due to the social nature of User Content shared through our Services. When you post something publicly, others may choose to comment on it, copy it, and modify it, making Your Content part of a conversation that can’t later be erased without disrupting the conversations of other Users. You can still delete your comments and posts, of course, but you can’t delete other people’s User Content that may reference Your Content. Simply put, it’s hard to remove something completely that has been posted publicly, so please think twice before you post.
If you believe your Content or IP has been stolen or that another User has infringed on your copyrights, you can file a DMCA notice, following the Digital Millennium Copyright Act. Please contact us at DMCA@imzy.com to file a copyright claim or send to the following address:
Imzy DMCA Claims
PO Box 3654
Salt Lake City, UT 84110
We require a valid DMCA notice before removing content. The claim should identify the following:
If we remove material in response to a copyright or trademark claim, the user who posted the allegedly infringing material will be notified and provided with information from the complainant's notice (like identification of the rightsholder and the allegedly infringed work) so they can determine the basis of the claim.
The posting user can send us an appeal explaining their side of the situation, along with any relevant materials we should look at. A DMCA counter-notification can be filed with us through the same channels by including the following:
Counter-notifications that we determine to be valid will result in restoration of the content at issue following the required waiting period prescribed by the DMCA. A successful appeal will result in restoration of the removed content.
We provide the ability for financial transactions, such as "tips," to take place between Users and Community Leaders or other Users within our Services. Imzy is not party to any contracts between or among our Users; we only provide a platform for these exchanges to take place. In consideration of facilitating these payments, Imzy may charge a small fee on each payment transaction made through the Services.
For all payments of any kind made through the Services, you authorize Imzy to charge your credit card through its payment processing partner (Stripe) according to the amount specified. Your payment information will be stored through Stripe and will not be stored directly on our servers. Imzy retains the right, in its sole discretion, to place a hold on any payment through our system.
Tips to any User or Community Leader are given without any expectation of receiving anything in return, and thus refunds are not available. Imzy has no obligation to provide refunds for payments already made to other Users but we may, in our sole discretion, grant them in extenuating circumstances or to correct any errors made by Imzy.
By submitting your payment information, you agree to pay all costs that you may incur, and you give us permission to charge you when payment is due for an amount that includes all transaction taxes on the payments made under this Agreement (other than taxes based on Imzy’s income, of course), fees, and charges imposed by Imzy or its service providers.
More information about how payments work on Imzy can be found at our handy Payments FAQ.
We are committed to serving you in the best way we can. If you have any issues, please contact us through email@example.com to seek a resolution. We really want to help you and make you happy, we promise.
Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Imzy and limits the manner in which you can seek relief from us.
1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site and/or the Services, to any products sold or distributed through the Site and/or the Services, or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (b) you or Imzy may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
IF YOU AGREE TO ARBITRATION WITH US, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST US ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Shumway Van LLC, 8 E Broadway St #550, Salt Lake City, UT 84111. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Imzy. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND IMZY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Imzy are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection (1) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in the Governing Law section below.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Imzy, Inc., PO Box 3654, Salt Lake City, UT 84110, or an email to firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.
This Agreement is governed by and construed in accordance with the laws of the State of Utah as they apply to agreements entered into and to be performed entirely within Utah, without regard to conflict of law provisions, and consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
You agree to resolve any disputes not solved through arbitration exclusively in a state or federal court located in Salt Lake City, Utah, and to submit to the personal jurisdiction of the courts located in Salt Lake County for the purpose of litigating all such disputes.
1. App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play ("App Store"). You acknowledge that this Agreement is between you and Imzy and not with the App Store. Imzy, not the App Store, is solely responsible for the Site and the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Site and/or the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Site and/or the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreements and will have the right to enforce them.
2. Accessing and Download the Application from iTunes. The following applies to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"):
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Imzy only, and not Apple, and (ii) Imzy, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Imzy and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
(d) You and Imzy acknowledge that, as between Imzy and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Imzy acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Imzy and Apple, Imzy, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Imzy acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement, as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.