Veriplace

Veriplace End User License Agreement

Last Updated June 4, 2009

You are entering into a legally binding agreement with WaveMarket, Inc.

These terms and conditions comprise a legally binding agreement between You and WaveMarket, Inc. ("Agreement") and You must accept these terms and conditions as presented to use the Veriplace service ("Veriplace" or "Service"). The words "WaveMarket," "we" or "us" refer to WaveMarket, Inc. and its affiliates ("WM Affiliates") and their respective employees, agents, permitted assigns and suppliers providing services under this Agreement, unless described differently below. The word "You" or "Your" refers to the person entering into this Agreement and if such person subscribes to the Service for use by others as set forth herein, then those others individuals are also included in the term "You" or "Your" as used in this Agreement.

Veriplace assists You in managing Your privacy preferences and the release of Your location information to applications that You obtain from other providers. You should only instruct Veriplace to disclose Your location with others that You trust, as WaveMarket and Veriplace have no control over and do not control the applications or activities of those other parties. Veriplace, however, does provide a variety of location privacy controls, including the ability to revoke the sharing of Your location information on a going-forward basis.

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS BELOW.

BY CLICKING ON THE "I ACCEPT" BUTTON, YOU WILL ENTER INTO THE AGREEMENT WITH WAVEMARKET, INC. AND BE BOUND BY ITS TERMS.

1. Your Subscription and Your Obligations With Veriplace

1.1 Use of Veriplace. By using Veriplace, You expressly authorize WaveMarket to disclose the location of Your device(s) to third parties that You identify in Your Veriplace account. Because You, and not WaveMarket, controls what information such third parties may receive from Veriplace, You should NOT disclose information with any third party that You do not trust. Once Veriplace discloses the location of Your mobile device with third parties that you authorized, then Your relationship with such third parties (and NOT this Agreement) describes how those parties may utilize Your location information. You may modify certain aspects of Your Veriplace account with respect to when Your mobile device may be located and by which applications via the options provided on http://www.veriplace.com.

VERIPLACE IS FOR YOUR PERSONAL USE AND SHOULD NOT BE USED FOR OR RELIED ON FOR EMERGENCY LOCATION OR SAFETY PURPOSES OR UNDER CIRCUMSTANCES REQUIRING GUARANTEED RESULTS. YOU AGREE NOT TO USE VERIPLACE WHILE DRIVING A MOTOR VEHICLE.

1.2 License to WaveMarket. You do not have to submit anything to us, but if You choose to submit something, You must grant, and You actually grant by concluding the Agreement, a non-exclusive, irrevocable, perpetual, unlimited, assignable, sublicenseable, royalty-free right to us to copy, prepare derivative works of, distribute, publish, reproduce, display, remove, retain and use, in any way now known or in the future discovered, any content that You submit to us in connection with Veriplace, subject to the terms herein. You represent and warrant that information You submit to Veriplace is accurate, not confidential and not in violation of applicable law or agreement. WaveMarket exercises no control over the content You submit to Veriplace.

1.3 Payment of Fees and SMS Messages. You are not required to pay WaveMarket any fees to access Veriplace but You may be required to pay fees imposed by the application locating Your mobile device, the provider of applications You subscribe to and/or wireless carrier/Mobile Virtual Network Operator ("MVNO") fees, including but not limited to, SMS text messages, data and/or WAP services. Such charges will appear on statements that either Your wireless carrier/MVNO or an application provider(s) sends You. Notwithstanding the foregoing, WaveMarket reserves the right to charge (and thereafter, revise) fees for Veriplace at any time upon providing prior notice to You. If You fail to pay any such charges for Veriplace when due, then WaveMarket reserves the right to pursue any and all legal remedies to collect the amounts owed by You.

1.4 You Represent To Us. By using Veriplace, You represent and warrant that (a) You will use the Service only for Your personal use and for lawful purposes in the United States; (b) if You are a parent or guardian entering into this Agreement for the benefit of a minor (i.e. a person that cannot legally enter into binding contracts), then You accept full responsibility for any such minor's (i) use of Veriplace; (ii) compliance with this Agreement; and (iii) any financial charges and/or legal liability he or she may incur; (c) You are not a minor (i.e. not under the age of 18; and if a resident of Alabama or Nebraska, not under the age of 19 and if a resident of Mississippi, not under the age of 21); (d) have not previously been suspended or removed from using Veriplace or any other WaveMarket service.

1.5 Keep Your Account And Password Secure. Veriplace requires You to establish a password for Your account. Keep Your account password confidential, do not use others' accounts and do not let others use Your account. You will be responsible for anything that happens through Your account until Your account is closed or You prove that Your account security was compromised due to a fault of our systems. You must notify us immediately if Your password is no longer confidential.

1.6 Consent to Data Collection and Privacy Policy. By accepting the Agreement, You authorize WaveMarket (including without exception its suppliers such as MVNOs and wireless carriers) to collect, use and disclose location-based data for your mobile devices and personal information (including Your name, address, telephone number, account number, equipment identifiers, and Internet Protocol addresses) that You specify in Your Veriplace account. The collection, use and disclosure of location-based data and personal information by us is governed by WaveMarket's privacy policy at http://www.wavemarket.com/privacy_policy.php. You acknowledge and agree that we may update our privacy policies and practices from time to time at our sole discretion. YOU ACKNOWLEDGE AND AGREE THAT YOUR WIRELESS CARRIER/MVNO AND PROVIDERS OF APPLICATIONS TO WHICH YOU SUBSCRIBE MAY ALSO COLLECT PERSONAL INFORMATION AND LOCATION-BASED DATA ABOUT YOU. THE COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION AND LOCATION-BASED DATA BY YOUR WIRELESS CARRIER/MVNO AND PROVIDERS OF APPLICATIONS TO WHICH YOU SUBSCRIBE IS GOVERNED BY THEIR RESPECTIVE PRIVACY POLICIES AND MAY DIFFER FROM WAVEMARKET'S PRIVACY POLICY. YOU MAY CONTACT WAVEMARKET FOR MORE INFORMATION ABOUT ITS POLICIES AT SUPPORT@VERIPLACE.COM.

1.7 Limitations of Service and Accuracy of Data. You expressly agree that (a) Veriplace provides the location of Your mobile device to third parties as You specify in Your Veriplace account; (b) based on preferences you specify in Your Veriplace account, Veriplace provides an approximate location and Veriplace does not provide guaranteed results, including but not limited to device locations, data, directions, maps, requested locations or messaging; (c) results from Veriplace may not be accurate, timely or reliable; (d) use of Veriplace and any requested location information is subject to network capabilities, environmental conditions such as structures, buildings, weather, geography, landscape, and topography, available data, atmospheric conditions and other factors associated with use of satellites and satellite data; (e) Veriplace is subject to Your mobile device being turned on, charged and within Your underlying wireless carrier's coverage area, among other factors; and (g) Veriplace may be limited to mobile devices located in the United States.

1.8 Lawful Use of Veriplace. You will use Veriplace and/or the location information it provides for lawful purposes only. You will comply with all applicable laws when using Veriplace. You will comply with any terms, rules and/or policies that may be incorporated into this Agreement, as well as Your agreements with Your wireless carrier and other third parties. You will not misuse Veriplace and/or use Veriplace in a manner inconsistent with or in violation of this Agreement. You will be responsible for any costs and expenses incurred by WaveMarket (including attorneys' fees) as a result of such misuse or use.

1.9 Restrictions. This Agreement prohibits and You will not or permit others to (a) reverse engineer, decompile or disassemble any software program underlying the Service ("Programs"), in whole or part, except as expressly permitted by mandatory law; (b) modify, translate, adapt, arrange or create derivative works based on the Programs, in whole or part, for any purpose; (c) export the technology in the Programs in violation of applicable export control laws; (d) attempt to or actually override any security component of or related to the Service; and (e) interfere with, overload, "flood," "crash" or disrupt Veriplace, which may include but is in no way limited to, submitting, in any manner (i.e. manual or automated), an unreasonable number of location requests.

1.10 Indemnify us. You will indemnify and defend us (i.e. WaveMarket, Inc., its affiliates, and suppliers, including all of their respective employees, directors, officers, shareholders, agents and permitted assigns) from any damages, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) related to claims, demands, charges or investigations, caused by (a) Your use of the Service, in whole or part, including without limitation Your use or misuse of any location information, addresses, directions or any other data You may obtain while using the Service; (b) Your failure to comply with this Agreement; and/or (c) the use or misuse of location information disclosed to third parties as set forth in your Veriplace account. In no event will You settle any claim without WaveMarket's prior written approval. WaveMarket reserves the right, without waiving any rights to indemnification, including reimbursement of reasonable legal fees and costs, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, without the prior written consent of You. All indemnification obligations will continue in effect even after, and notwithstanding, any expiration or termination of this Agreement.

1.11 Notify Us Of Acts Contrary To The Agreement. If You believe that You are entitled or obligated to act contrary to this Agreement under any mandatory laws, You agree to provide us with detailed, 30 days prior written notice before You act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.

2. Rights Granted And Scope of Service

2.1 Rights Granted. Provided You comply with all terms and conditions of this Agreement, WaveMarket grants You a revocable, limited, non-exclusive, non-transferable and non-assignable license to install, use and automatically upgrade the software necessary to use Veriplace for Your personal use and in connection with Your posting personal information on Veriplace, including Your granting WaveMarket permission to disclose certain location information with third parties and Your receiving information from Veriplace. This Agreement does not grant You the right to distribute, rent, loan, lease, sell, sublicense, copy or otherwise transfer, in whole or part, Veriplace, any access to it, data obtained from it or any rights granted hereunder to any other person/entity. We grant You no other rights, implied or otherwise. All rights not expressly granted herein are reserved by WaveMarket. Use of certain maps created with Veriplace are subject to the Terms of Use and Privacy Policy located at http://go.microsoft.com/fwlink/?LinkId=21969 and http://go.microsoft.com/fwlink/?LinkId=21970, which are hereby incorporated by reference.

2.2 Suspension of Your Access To Veriplace. Without prejudice to any other rights, WaveMarket reserves the right to suspend and/or terminate Your access to Veriplace at any time for any reason, including reasonable suspicion of, or any actual misuse or fraudulent use by You or no reason and without notice to You.

2.3 Veriplace. We may - with or without notice - perform maintenance, modify, replace, refuse access to, suspend, limit access or discontinue Veriplace, partially or entirely.

2.4 Wireless Carriers. At all times, Veriplace relies on and is subject to the wireless services furnished by MVNOs and wireless carriers. For example, Veriplace may not be available, in whole or part, due to capacity and facility constraints, among any others, associated with the MVNOs' and/or wireless carriers' respective networks. You agree that neither WaveMarket, the MVNOs nor the wireless carriers will be responsible for any damages associated with such limitations.

2.5 Ownership. Veriplace, including any data, materials, technology, software or other materials that comprise it, are protected by copyright, trade secret and other intellectual property laws and treaties and all title and intellectual property rights in and to Veriplace are owned by and will remain the exclusive property of WaveMarket Inc., its licensors and/or suppliers. All rights not expressly granted herein are reserved.

3. Disclaimer

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

VERIPLACE IS NOT INTENDED TO BE USED AS A SAFETY SERVICE AND/OR AS A WAY TO PREVENT, REDUCE OR ELIMINATE DANGEROUS, HARMFUL, EMERGENCY OR OTHER SITUATIONS THAT MAY EXIST. DO NOT RELY ON VERIPLACE, ANY INFORMATION THEREIN OR ITS CONTINUATION.

WE PROVIDE VERIPLACE, THE PROGRAMS AND ALL INFORMATION RELATED TO IT ON AN "AS IS WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. WAVEMARKET DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE USE OR OPERATION OF VERIPLACE OR THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE AMOUNT OF TIME. WAVEMARKET DOES NOT WARRANT THE CORRECTNESS, ACCURACY OR RELIABILITY OF ANY DATA OBTAINED THROUGH VERIPLACE.

WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS FOR VERIPLACE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR WRITTEN, ORAL, CONTRACTUAL OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

IF YOU ARE DISSATISFIED OR HARMED BY VERIPLACE OR ANYTHING RELATED TO IT, YOU MAY CEASE USE OF THE SERVICE AND TERMINATE THE AGREEMENT AS PROVIDED HEREIN.

4. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. IN SUCH CASES, WAVEMARKET'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVEMARKET (I.E. WAVEMARKET, INC., ITS AFFILIATED COMPANIES, ITS SUPPLIERS (WHICH INCLUDES WITHOUT LIMITATION, THE MOBILE VIRTUAL NETWORK OPERATORS AND WIRELESS CARRIERS THAT FURNISH THE WIRELESS SERVICES YOU MAY USE TO ACCESS VERIPLACE) AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS AND PERMITTED ASSIGNS, HEREBY DISCLAIM AND WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM YOUR USE OF VERIPLACE OR ANY OF THE DATA OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM VERIPLACE EVEN IF WAVEMARKET IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING SENTENCE WILL:

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF WAVEMARKET UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO THE GREATER OF (A) THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU TO WAVEMARKET FOR VERIPLACE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

5. Termination

5.1 By WaveMarket. We may terminate the Agreement for cause or no cause, at any time, by providing notice, and such termination will be effective immediately or as specified in the notice.

5.2 By You. You may terminate this Agreement at any time by closing Your account via the Veriplace Account Settings webpage. WaveMarket will promptly process such termination.

5.3 Effect of Termination. Upon any termination of Veriplace, WaveMarket will cease providing Veriplace to You and will have no liability to You or any further obligations under this Agreement. Upon termination, You lose access to Veriplace but You will be and remain responsible for fees for any subscriptions, MVNO/wireless carrier services or that any third party may legally impose, if any.

6. Choice of Law

6.1 California Law. The Agreement and any disputes with us arising out of or relating to the Agreement or WaveMarket will be governed by California law, excluding conflicts of law principles that may provide for the application of the law of another jurisdiction and excluding the UN Conventions on Contracts for the International Sale of Goods. Any action or proceeding arising from or relating to this Agreement will be brought in federal court in the Northern District of California or in state court in Alameda County, California, and each Party irrevocably submits to the jurisdiction and venue of any such court.

7. General Terms

7.1 Severability. If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision will be interpreted as to give maximum effect to its intended purpose and this will not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction; or (b) any other provision of the Agreement.

7.2 Notices. You consent to receive all communications, including notices, agreements, legally required disclosures or other information in connection with Veriplace (collectively, "Notices") in electronic format. We may notify You via postings on http://www.veriplace.com, email, SMS text message or otherwise. You will be responsible for any costs associated with any notices sent via SMS text message. You may notify us in writing via US Mail (with postage pre-paid and return receipt requested), or by commercial overnight courier sent to the following address: 5858 Horton St., Suite 250, Emeryville, CA 94608, USA, Attn: Legal Department. Any notices that You provide that are not in compliance with this Section will have no legal effect. Notice will be deemed given (a) the third business day after date sent via US Mail, date of delivery by courier (as indicated on the courier's records) or date posted on http://www.veriplace.com; or (b) 24 hours after date sent via email or SMS text message.

7.3 Amendments to this Agreement. We reserve the right to modify, supplement or replace the terms of the Agreement. If You do not agree to changes to the Agreement, You will terminate the Agreement within five (5) business days of WaveMarket providing notice of such change by sending a termination notice as provided herein or closing your Veriplace account. You acknowledge and agree that any such amended or modified terms will become effective unless you terminate the Agreement or close your Veriplace account.

7.4 No informal waivers, agreements or representations. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by us will be deemed legally binding, unless documented in a physical writing hand signed by a duly appointed officer of WaveMarket, Inc.

7.5 Assignment and Delegation. You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation will be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to You, WaveMarket Inc. for any third party that assumes our rights and obligations under this Agreement.

7.6 Survival. All options, rights and covenants contained herein that are intended to survive will survive the expiration or termination of this Agreement. Any provisions concerning limitations of liability, disclaimers, and indemnification contained herein will survive any expiration or termination of this Agreement.

7.7 Time to Bring Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Veriplace or to the Agreement must be commenced within one (1) year after such claim or cause of action arose or You waive such claim or cause of action.

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