TERMS OF USE

Welcome to the 365Labs Beta Apps, owned and operated by 365Labs. These Terms of Use set forth the legally binding terms and conditions for your use of the App and any services provided through the App as described below. PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE APP, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

Your use of, and participation in, certain features and functionalities of the App may be subject to additional Supplemental Terms. If these Terms of Use are inconsistent with any such Supplemental Terms, the Supplemental Terms shall control with respect to the subject matter of the Supplemental Terms. These Terms of Use and any Supplemental Terms are referred to herein as the “Terms”.

1. Account. In order to gain access to certain features or functionality of the App, you may be required to set up an “Account” with us. When you set up an Account, you are required to provide your email address and select a password (collectively, the “Account Credentials”). We reserve the right to reject your Account Credentials and deny you access to the App at any time, for any reason, in our sole discretion. You may not transfer or share your Account Credentials with any third party, and you are solely responsible for maintaining the confidentiality of your Account Credentials. You acknowledge and agree that we rely on Account Credentials to confirm authorization for users accessing the App. If someone else accesses our App using your Account Credentials, we will rely on those Account Credentials and assume that it is you or your representative who is accessing the App. You are solely responsible for all use of your Account and activities that occur under or in connection with your Account Credentials. You agree to be responsible for any act or omission of any users that access the App under your Account that, if undertaken by you, would be deemed a violation of these Terms of Use, and that such act or omission shall be deemed a violation of these Terms of Use by you. Please notify us immediately if you become aware that your Account is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity. Your Account Credentials will be treated in accordance with our Privacy Policy, which is located at https://www.365labs.com/privacy.
2. Content. You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the App, whether publicly posted or privately transmitted (“Content”) is owned solely by 365Labs. You have no rights to use the App’s Content outside of the App or for any other purpose except in connection with your use and access to the App. You agree that 365Labs and its parent company, subsidiaries, and affiliates, have the unrestricted, perpetual, worldwide rights to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public, any Content (in whole or in part), whether or not submitted by you.
3. Technology. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the App, including any decision trees used in connection with the provision of services on the App (“Our Technology”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, reverse engineered, or redistributed in any way without the prior written permission of 365Labs and our applicable licensors. You may not use any of Our Technology or 365Labs Content for a competitive purpose. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the App, according to these Terms of Use. Certain of the names, logos, and other materials displayed on the App constitute trademarks, tradenames, service marks or logos (“Marks”) of 365Labs or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third-party software provided in connection with the App will be governed by such third parties’ licenses and not by these Terms of Use.
4. Modification and Termination. You agree that we, in our sole discretion, may immediately suspend or terminate your access to the App or any part of the 365Labs Content at any time, for any reason, in our sole discretion. We reserve the right, at any time, to modify the 365Labs Content or to modify, suspend, or discontinue the App, or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification of the 365Labs Content or modification, suspension, or discontinuance of the App.
5. Feedback. We treat any feedback or suggestions provided to us as non-confidential and non-proprietary.  In the absence of a written agreement with us to the contrary, you agree that any ideas or innovations that you provide as feedback in any form are the property of 365Labs and that 365Labs may at its sole discretion pursue Intellectual Property Rights related to those ideas or innovations including but not limited to obtaining patents, trademarks, or trade secret protection.
6. Third Party Links. The App may contain links to other web sites operated by third parties. Such third party web sites are not under our control, and we are not responsible for the content of any third party web site or any link contained in a third party web site. We provide these links only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to third party web sites.
7. Confidential Information. 365Labs’s “Confidential Information” includes any passwords used in connection with the App, all 365Labs Content, Our Technology, and any other materials of 365Labs that 365Labs designates as confidential or which you should reasonably believe to be confidential, including but not limited to any decision trees used to provide the services on the App. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties, nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information that is: (a) already known by the recipient; (b) becomes, through no act or fault of the recipient, publicly known; (c) received by recipient from a third party without a restriction on disclosure or use; or (d) independently developed by recipient without reference to the other party’s Confidential Information. Notwithstanding the foregoing, either party shall have the right to disclose the Confidential Information of the other party pursuant to a valid court order, or as otherwise required by applicable law.
8. Warranty Disclaimer. We provide the App and the Content on an “as is” basis for use at your own risk. We disclaim all warranties, whether express implied or statutory, including, without limitation, any warranties of title, non-infringement of third-party rights, merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, non-interference, and system integration. We do not warrant that use of this App or any related service will be uninterrupted, error-free, or virus free. We do not warrant the accuracy or completeness of the App Content. Information at the App may not be current at the moment you visit it and it may contain errors.
9. Limitation of liability. In no event shall 365Labs be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the App or the App Content, including, without limitation, any damages resulting from the loss of use, data, or profits, whether or not we have been advised of the possibility of such damages, on any theory of liability. Our App Content, including any listing found on or through the App, whether in contract, tort, or otherwise, shall not exceed five dollars ($5.00).
10. Indemnification. You agree to indemnify, hold harmless, and, at our option, defend us (including our affiliates, officers, directors, employees, agents, licensors, suppliers and any third-party information providers) from and against all damages, liabilities, and expenses, including reasonable attorney’s fees, resulting from any violation of these terms of use.
11. Amendment. We may alter these Terms of Use from time to time. Any such changes will become effective when posted on our Site at https://www.365labs.com/betaterms/. If you object to any such changes, your sole recourse will be to cease using the App. Continued use of the App following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Use, inclusive of such changes.
12. General Provisions. You are responsible for compliance with all applicable laws. The Terms of Use and the relationship between you and us will be governed by the laws of the State of Louisiana, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms of Use, or your use of the App must be instituted exclusively in the federal or state courts located in Louisiana, and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. These Terms of Use are personal to you, and you may not transfer, assign, or delegate your right and/or duties under these Terms of Use to anyone else. Any attempted assignment or delegation is void. You acknowledge that we have the right to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect. These Terms of Use along with the agreements referenced in these Terms of Use constitute the entire agreement between you and us in regard to the matters described above.
13. Communications. The communications between you and us relating to the App use electronic means. For contractual purposes, you (a) consent to receive communications from us in an electronic form, whether via email or posting on the App or other reasonable means; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. If you have any questions about the foregoing, please contact us at the following e-mail address: info@365Labs.com.