Terms of Service
Effective as of 14 September 2018
The Native Platform Terms of Service is made and entered into by and between you, a visitor browsing the Native Platform at www.native.io ("Visitor"), a user who registers on the Native Platform or Native App ("Registered User"), an independent contractor who provides data collection services ("Collector"), or a customer who requests collection of certain data and deliverables ("Customer"), (Visitors, Registered Users, Collectors, and Customers are collectively referred to herein as "you"), and Native Data, Inc. trading as Native (referred to as "Native", "Company", "we", or "us").
1. ACCEPTANCE OF THE TERMS OF SERVICE
ARBITRATION. THIS AGREEMENT PROVIDES THAT THE ARBITRATION PROVISION IN SECTION 22 REQUIRES THE PARTIES TO MUTUALLY AGREE TO RESOLVE DISPUTES THROUGH MANDATORY BINDING ARBITRATION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE NATIVE APP.
AGREEMENT. BY DOWNLOADING, INSTALLING, REGISTERING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU REPRESENT AND WARRANT THAT: (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; (3) YOU HAVE NOT PREVIOUSLY BEEN SUSPENDED OR REMOVED FROM THE SERVICE; (4) YOU HAVE THE AUTHORITY TO BIND THE COMPANY YOU REPRESENT; AND (5) YOUR REGISTRATION AND YOUR USE OF THE SERVICE IS IN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS. YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
2. MODIFICATIONS TO TERMS OF SERVICE AND PLATFORM
Modification of the Terms of Service. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when posted, and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you will be aware of any changes, as they are binding on you.
Modification of the Platform. We reserve the right without notice to withdraw or amend the Platform, The Native App, the Service, and any other products and services that we, in our sole discretion, provide on the Platform. We will not be liable to you if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including users who register on the site.
3. THE PLATFORM, REGISTRATION, AND ACCOUNT SECURITY
Native Platform Definitions:
"Collector" means a user registered with the Native App who is independent contractor engaged in the business of performing on demand data collection services.
"Customer" means a user registered with the Native Platform to request data collection services by submitting a Task and paying the fee in the Offer.
"Deliverables" means the results of Native data collection services as described in a Task, including but not limited to, survey responses, designs, data, images, photographs, video recordings, audio recordings, biographical information, geospatial data, and other forms of information.
"Native App" means a mobile software app that is used by Collectors to facilitate data collection services.
"Native Platform" or "Platform" means a web-based technology platform for tasking data collection from Collectors, receiving Deliverables from Collectors, and transferring Deliverables to Customers.
"Questions" or “Schema” means selected attributes or survey questions submitted by Customer, including but not limited to structured questions, unstructured questions, and multimedia questions, that must be submitted by a Collector in order to fulfill a Task.
"Service" means facilitating data collection services by a Customer requesting data collection in a specific location by posting a Task on the Native App. Based upon characteristics of the request for data collection made by the Customer, Native will submit a payment offer to Collectors within the vicinity of the task to perform the requested data collection services. A Collector or group of Collectors to whom Tasks are made available are then able to review and accept each Task on a voluntary basis in accordance with the terms provided to that Collector at the time of acceptance. Collectors within the Native network may be required to compete for any or all Tasks made available through the Native App. Once a Collector successfully collects and submits data in accordance with a Task, Native performs internal quality control checks to ensure each entry is submitted in accordance with its standards for authenticity and quality. All data which passes Native’s internal quality control check is then made available to Customer through the Native Platform. Data made available through the Native Platform pursuant to a Task submitted by the Customer shall be considered a completed Deliverable.
"Task" means a Customer's request for specific data collection services and Deliverables, from a specific location.
Customer Registration on the Native Platform. To access the Platform and use the Service, you may be asked to provide certain registration details or other information. Registered Users are eligible to become Customers by submitting a Task request to the Platform. Registered Users are eligible to become Collectors by downloading and agreeing to the Collector Agreement on the Native App.
You are responsible for:
- Having the proper equipment and making all arrangements necessary for you to have access to the Native Platform and/or downloading the Native App.
- Ensuring that no other person can use your user account to provide or use Services.
- Understanding that the Native Service and Native Platform is licensed for use, not sold to you, and you may use the Service only as set forth in these Terms and the applicable app store terms and conditions;
- Your use of the Native App and Service may be subject to separate third party terms of service and fees, including without limitation your mobile network operator’s carrier terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
- The Service is provided "as is" without warranties of any kind, and Native's liability to you is limited; and
- Disputes arising under these Terms will be resolved by mandatory binding arbitration.
Collector Registration on the Native App. To access the Native App and use the Service, you may be asked to provide certain personal information and other data and information during registration. Registered Users become Collectors by registering in the Native App, accepting this Agreement, reviewing a Task and accepting an Offer through the Native App.
You as a Collector are responsible for:
- Having an non-rooted, Android device operating on Android version 6.0 (Marshmellow) or later, and making all arrangements necessary for you to have access to the Service;
- Certifying that you are legally authorized to perform data collection activities as an independent contractor in any location where you accept any Task through the Native App;
- Understanding that the Service and Deliverables are licensed, not sold to you, and you may use the Service and Deliverables only as set forth in these Terms and the applicable app store terms and conditions;
- Ensuring that no other person can use your use or access your user account to obtain services;
- Paying any and all fees required for your use of the Service, including without limitation your internet provider's terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
- Understanding that the Platform and the Service are provided "as is" without warranties of any kind, and Native's liability to you is limited; and
- Agreeing that most disputes arising under this Agreement will be resolved by mandatory binding arbitration.
Confidentiality of Login Information. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and you agree not to provide any other person with access to this Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security, as required in Section 26 "Notices". You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
4. USE OF THE PLATFORM; REQUESTING A TASK; AND OTHER TERMS AND CONDITIONS
Requesting and Completing a Task. When requesting a Task, the Customer describes the details of the Task, by specifying the type of data, the manner of collection of the data, the location of data, the schedule for the data collection, the quantity of data, and other deliverables described in the Task. Native provides Customer with an estimate for Task and Customer pays the estimated fee which is held in escrow until the Task is approved. A Collector responds by providing the data and deliverables requested in the Task to the Platform. Native processes and provides the data and deliverables to the Customer for approval.
Task Approval. Customer shall approve or disapprove the Deliverables. If the Task Deliverables are approved, the Task is final, the Customer is accorded certain rights to use the data and deliverables (as provided herein), and the Collector is paid by Native.
Disputes. If the Task data and deliverables are not approved, the Customer must describe the reason for its disapproval and Native will review the circumstances and inform the Collector of the investigation. If Native determines that the Customer's disapproval is reasonable, it may in its sole discretion to provide a credit to the Customer, in which case, the Collector will not receive payment. If the Customer does not approve or disapprove the Task data and deliverables within 48 hours, the Task data and deliverables are approved. Be aware that Native, in its sole discretion, may suspend Customer accounts with multiple disapprovals.
Additional terms and conditions may also apply to specific portions, services or features of the Platform and the Native App. All such additional terms and conditions are hereby incorporated by this reference into these Terms.
Charges & Payment. Native reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Platform in connection with such Services selected by you. Native reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Platform. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.
Native reserves the right to offer free services or trial programs at its sole discretion and may choose to change its plans to require payment for such services. You acknowledge and agree that if Native disables access to your account, you may be prevented from accessing the Service, your account details, or any data or other content which is contained in your account. NOTWITHSTANDING SECTION 18 (DISCLAIMER OF WARRANTIES), ALL SERVICES ARE PROVIDED 'AS-IS' WITHOUT ANY WARRANTY. ALL SALES ARE CONSIDERED FINAL.
5. PROHIBITED USE.
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- To submit any Task that knowingly constitute, or could be reasonably construed to constitute, requests for Material Non-Public Information regarding any tradable security.
- To submit any Task that could knowingly, or could be reasonably assumed to, place a Collector at material risk of physical harm, emotional harm, or death.
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.
- Transmit to the Platform any content, or conduct yourself in any manner, that could be construed as defamatory, libelous, obscene, bigoted, hateful, racially offensive, vulgar, harassing, inflammatory, pornographic, violent, profane, threatening, unfair, inaccurate, deceptive or unlawful.
- Falsify or delete any author attributions, copyright notices or legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or that is provided with the Platform materials or accessed through the Platform.
Additionally, you agree not to:
- Copy, transmit, or disseminate confidential information.
- Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
- Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
- Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Platform.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
- Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Platform.
6. INTELLECTUAL PROPERTY RIGHTS
The Platform and the Native App, including their features and functionality (including but not limited to all software, text, displays, maps, images, training materials, and the design, selection, and arrangement thereof), are owned by Native, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Platform and Service for legitimate business purposes, namely requesting or providing data and deliverables for research purposes, and Company's vendors and corporate partners providing services to support the Platform Services (the "limited business purpose"). You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Use access to any materials to reconstruct, reengineer, or compete with Native Services for any reason.
- Modify copies of any materials from this site, except that which as expressly owned by you in accordance with this Agreement.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- Share, transmit or disseminate any confidential or proprietary information.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
The Company name, NATIVETM, DATA ON DEMANDTM, Company logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
8. OWNERSHIP RIGHTS
Deliverable Ownership. The details of a Task request submitted by a User pursuant to a purchase order, purchase agreement, or contract, including the Task’s precise location, Questions, sample size, schema, and instructions, and all responses submitted by Collectors to Customer Questions submitted within a task, shall be considered part of the Deliverables and shall be considered Confidential Information that may not be shared, conveyed, or re-sold by the Company to any other Customer without explicit written consent.
Because such details may impact Native’s acquisition of Collector supply, internal planning, training, execution, learning, or management of the Native Services, you hereby give Company a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate the details of any Task submitted by you without attribution into internal training, the training of Native’s Collectors, or Native’s plans, technical features, and procedures for delivering current or future Native Services. Nothing within this Agreement shall be construed to prevent, prohibit, or limit any rights or abilities of other Customers or Users to submit similar or identical Tasks through the Native Platform; nor shall anything within this Agreement be construed to prevent, prohibit, or limit any rights or responsibilities of Native in regards to the fulfillment Tasks submitted by other Customers or Users.
Metadata Ownership. Native retains sole and exclusive ownership of all metadata captured in relation to the performance of the Services, including but not limited to Collector performance, multimedia captured for data verification and quality control, spatial data for each entry, temporal data for each entry, Collector telemetry or movement data, any data related to Collector profiles or ratings, usage patterns of the Native App and Native Platform, database performance, or any other data required for the performance and delivery of the Service. Any metadata presented to Customer through the Native Platform or in conjunction with Deliverables are granted by Native to Customer on a fee free basis for internal use by Customer in evaluating or utilizing the Deliverables.
Inventions and Other Ownership Rights. The copyright to and ownership of, without limitation, works, inventions, improvements, concepts, ideas, intellectual property, patent rights, trademarks, trade secrets, and all information in any form, made, conceived, gathered, written, taken, created, developed, performed, or discovered by us in connection with this agreement (individually and collectively, "Native Materials"), shall at all times be owned solely and exclusively by Native. To the extent that the Native Materials for any reason do not vest solely and exclusively in Native as provided herein, you hereby transfer and assign, without limitation, the copyright and all of your right, title, and interest in and to the Native Materials to Native.
Ownership and Reuse. You may use the Deliverables provided by Native at your discretion, except that Deliverables may not be resold by Customer without explicit agreement as a qualified Reseller as agreed in writing through a contract beyond the exclusive terms of this agreement. Native shall not be liable to anyone with whom you share Tasks submitted by you or Deliverables provided through the Native Platform, and you shall defend, indemnify, and save harmless the Parties from any and all economic claims, actions, damages, losses, liabilities, costs, expenses, of whatsoever kind or nature, including without limitation attorney’s fees and litigation costs and expenses, incurred by the Native Parties arising out of or in connection therewith.
Feedback. If you provide us with materials such as comments, bug reports, feedback, suggestions, ideas for improvement, or modifications proposed by you to us, about the Platform, sales strategies, partnerships, or the services provided through the Platform (collectively, “Feedback”), then Company will have the right to use such Feedback at our sole discretion, including but not limited to incorporating such Feedback into the Platform and the right to assign, license or otherwise use such Feedback. You hereby give Company a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose. No compensation will be paid with respect to the use of your Feedback.
9. MONITORING AND ENFORCEMENT; TERMINATION
Native reserves the exclusive right to:
- Remove or refuse to process any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
- Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.
- Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
- We cannot and do not undertake to review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
10. RELIANCE ON INFORMATION POSTED
Information presented on the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.
This Platform may include content provided by third parties, including materials provided by other users, vendors, corporate partners, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
11. CHANGES TO THE PLATFORM
We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
12. FORWARD LOOKING STATEMENTS
The Company Platform may contain forward looking statements that are subject to risks and uncertainties that might cause actual results to differ from those foreseen. We wish to caution you that these statements are only predictions and those actual events or results may differ materially. Company assumes no obligation, and does not intend to update these forward-looking statements.
13. DISCLOSURE UNDER LAW
Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in our sole discretion.
14. LINKING TO THE PLATFORM AND SOCIAL MEDIA FEATURES
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Platform may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on this Platform.
- Send emails or other communications with certain content, or links to certain content, on this Platform.
- Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Platform other than the homepage.
- Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the provisions of these Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
15. LINKS FROM THE PLATFORM
If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
16. GEOGRAPHIC RESTRICTIONS
The owner of the Platform is based in the District of Columbia in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
17. DISCLAIMER OF WARRANTIES
You acknowledge and agree that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. IN NO EVENT SHALL WE WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. LIMITATION ON LIABILITY
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, INCLUDING ANY MOBILE APP AND WEBSITE RELATED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. COPYRIGHT POLICY
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
20. DESIGNATED DMCA COPYRIGHT AGENT
Our designated copyright agent to receive DMCA Notices is:
Agent Name: Native Copyright Agent
Tel: +1 855-466-9494
Native Copyright Agent
c/o Native Data, Inc.
718 7th St, NW, Second Floor
Washington, DC 20001, USA
ALL INQUIRIES TO THE COPYRIGHT AGENT NOT RELATED TO A COPYRIGHT INFRINGEMENT CLAIM WILL RECEIVE NO RESPONSE.
You will indemnify, defend (or settle) and hold harmless Company, its directors, officers, employees, and agents ("Company Entities") from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorney's fees and all other costs, fees, and expenses (collectively, “Claims”) against any of Company Entities arising out of or in connection with (i) your conduct, provision of content or use of the Company Platform, or such actions by any third party through you, (ii) your violation of the rights of another person or party, (iii) any Materials provided or made available by you, and (iv) any breach or violation by you of your obligations under these Terms, including without limitation any breach of your representations and warranties herein. You will not settle any indemnified claim without the prior written consent of Company, such consent not to be unreasonably withheld. In connection with any Claims that may give rise to your indemnification obligations as set forth above, Company Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to Company Entities pursuant to this section.
MANDATORY BINDING ARBITRATION. YOU AND NATIVE EACH AGREE TO SUBMIT TO BINDING ARBITRATION IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM (EACH, A “DISPUTE”) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF (INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS OF SERVICE TO ARBITRATE), YOUR OR NATIVE’S RIGHTS AND OBLIGATIONS UNDER THESE TERMS OF SERVICE, THE SERVICE, THE USE OF THE SERVICE, AND/OR THE INFORMATION, SERVICES AND/OR PRODUCTS THAT MAY BE PROVIDED BY OR THROUGH OR IN CONNECTION WITH THE SERVICE. THE ARBITRATION WILL BE HELD IN BALTIMORE, MARYLAND BEFORE ONE ARBITRATOR ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO ARBITRATE A DISPUTE AS A CLASS ACTION. YOU ALSO EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL. THE ARBITRATION WILL BE ADMINISTERED ACCORDING TO THE COMMERCIAL RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). YOU MAY OBTAIN A COPY OF THE RULES BY CONTACTING THE ORGANIZATION. YOU AND NATIVE SHALL AGREE ON ONE (1) ARBITRATOR TO CONDUCT THE ARBITRATION. IN THE EVENT THE PARTIES CANNOT AGREE ON AN ARBITRATOR, THE ARBITRATOR WILL BE SELECTED IN ACCORDANCE WITH THE AAA COMMERCIAL RULES. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEY, EXPERT AND OTHER FEES, UNLESS SUCH FEES ARE AWARDED BY THE ARBITRATOR TO THE PREVAILING PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, TO THE EXTENT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE NATIVE’S INTELLECTUAL PROPERTY RIGHTS, NATIVE MAY SEEK (AND YOU WILL NOT CONTEST) INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN BALTIMORE, MARYLAND AND YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS.
ARBITRATION FINAL AND BINDING. THE ARBITRATOR'S AWARD IS FINAL AND BINDING ON ALL PARTIES. THE FEDERAL ARBITRATION ACT, AND NOT ANY STATE LAW CONCERNING ARBITRATION, GOVERNS ALL ARBITRATION UNDER THIS CLAUSE. ANY COURT HAVING JURISDICTION MAY ENTER JUDGMENT ON THE ARBITRATOR'S AWARD. IF ANY PART OF THIS CLAUSE, OTHER THAN WAIVERS OF CLASS ACTION RIGHTS, IS DEEMED OR FOUND TO BE UNENFORCEABLE FOR ANY REASON, THE REMAINDER SHALL REMAIN ENFORCEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF THE WAIVER OF CLASS ACTION RIGHTS CONTAINED HEREIN IS NOT ENFORCEABLE AS TO ANY PERSON OR PERSONS, SUCH NON-ENFORCEABILITY SHALL APPLY TO SUCH PERSON OR PERSONS ONLY, AND ALL OTHER PERSONS SHALL CONTINUE TO BE GOVERNED BY THE ARBITRATION CLAUSE.
GIVING UP RIGHT OF CLASS ACTION. THESE TERMS OF SERVICE PROVIDES THAT ALL DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS ACTION CLAIM YOU MAY HAVE AGAINST NATIVE ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
23. CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF JURY TRIAL
24. WAIVER AND SEVERABILITY
No waiver of by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
B. No Joint Venture. You agree that no joint venture, partnership, employment or agency relationship exists between you and Company as a result of these Terms or your use of the Native Platform.
C. Headings. Section headings and other captions in these Terms are used solely for the convenience of the parties, have no legal or contractual significance, and shall not be used in interpreting, construing or enforcing any of the provisions of these Terms.
D. Survival. The provisions of the following sections shall survive any termination or expiration of these Terms: Acceptance of the Terms of Service; Charges & Payment; Intellectual Property Rights; Trademarks; User Contributions, Feedback, Data and Deliverables; Monitoring And Enforcement; Disclosure Under Law; Disclaimer of Warranties; Limitation on Liability; Indemnification; Arbitration; Choice of Law, Jurisdiction and Venue, Waiver of Jury Trial; and Miscellaneous.
E. No Waiver. The failure of Native to enforce any provision of these Terms will not be construed as a waiver or limitation of Native’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms.
F. Assignment. No assignment, delegation or other conveyance of these Terms may be made by you (by operation of law or otherwise) without the prior written consent of Company, to be given in its sole discretion. Company may assign its rights and obligations hereunder to any other party.
G. Statute of Limitations. Any cause of action you may have with respect to your use of Company Platform must be commenced within one year after the claim or cause of action arises; thereafter, any such claim will be forever barred, without regard to any contrary legislation, rule, or other authority.
H. Agreement Binding. In the event that any provision of these Terms is deemed to be unenforceable, said provision will be interpreted to reflect the original intent of the parties in accordance with applicable law, and the remainder of these Terms will continue in full force and effect.
I. Notices. Notices to Native under these Terms shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to Company, with such notices being effective as of the date of actual, confirmed receipt by Company. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you during the registration process, and are deemed effective upon the earlier of being confirmed received or one day after having been sent.
26. YOUR COMMENTS AND CONCERNS
The Native Platform is operated by Native, t/a Native, 718 7th St, NW, Second Floor, Washington, DC 20001.
All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: email@example.com.