Reviews And Marketing Made Easy | Seekahoo for Contractors

Effective Date: July 30, 2014

The Seekahoo mobile applications, software, design, servers, data, user input, content and associated Services (collectively “Software and Services” or “App”) are owned and operated by Seekahoo, Inc. (“Seekahoo” or “Owner”).

Our Seekahoo App is a social sharing application that allows you to share pictures, videos (up to 30 seconds), captions, @tags, hashtags, and comments. Seekahoo provides a central hub for professionals to manage their portfolio, engage potential customers, and build their brand and referral network, while simultaneously providing consumers with a unique way to find local home improvement professionals, refer and endorse professionals, and browse and contribute content pertaining to the world of home improvement. We proudly invite you to download our Seekahoo App subject to this End User License Agreement (“Agreement”). Seekahoo provides this mobile social sharing, consumer referral, and professional marketing application for the smartphone, tablet and web markets. Our Software and Services were conceived, designed and made available to the public for your reference, convenience, and enjoyment. The information you see displayed in our application comes primarily from third party users via posts within the application.

Our Seekahoo App is free at this time. Please be aware that while we work hard to create a great user experience, much of the information included in the App is provided by other users or in the public domain. Your use of Seekahoo’s Software and Services is purely for professional referral and social networking purposes, and therefore is at your own risk. We cannot guarantee accuracy of the data, locations, content, photos, videos or audio. If you are using this App in the car, please also be aware that the driver should never be involved in the use of App and that any passenger using the App should not distract the driver for any reason. Seekahoo is not responsible for any personal, property or other loss, inconvenience or damage of any kind and as more fully set forth below.

This Agreement was prepared in cooperation with Seekahoo by the Internet Law Attorneys at Traverse Legal, PLC found at www.TraverseLegal.com.

This Agreement sets forth the terms to which all persons who download the App, all users of the Software and Services and all website visitors to www.Seekahoo.com, and www.Seekahoo.com agree to be bound.

YOU HAVE A DUTY TO READ THIS AGREEMENT. YOUR DOWNLOADING AND/OR USE OF THE SOFTWARE AND SERVICES CONSTITUTES YOUR MANIFESTATION TO AND INTENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SOFTWARE AND SERVICES OR VISITING THE WEBSITES AND MUST TERMINATE YOUR USE OF THE SOFTWARE AND SERVICES OR CEASE USE OF THE WEBSITES IMMEDIATELY.

Finally, by using any downloadable application to enable your use of the Software and Services, you are explicitly confirming your acceptance of the terms of the Agreement associated with the application provided at download or installation, or as may be updated from time to time.

This Agreement may be modified, replaced, or amended at any time. In the event Seekahoo modifies, replaces, or amends this Agreement, the Effective Date of this Agreement, located above, will change. You agree that any use of the Software and Services visits to the Websites after the modification of, replacement of, or amendment of this Agreement constitutes your manifestation of acceptance of the modification, replacement, or amendment.

All users of the Software and Services and Visitors to the Websites warrant the following:

  1. You have the right, power, and legal capacity to enter into this Agreement and to accept the rights, obligations, and duties granted under its terms. Persons under the age of thirteen (13) may not use or register for the Software and Services.
  2. You agree to comply with the terms of this Agreement in good faith.
  3. You will not use the Software and Services outside of the uses specifically provided for under this Agreement.
  4. You will not use the Software and Services in any way that causes safety or health concerns, including any use during the operation of a vehicle, which distracts the driver or puts occupants of the vehicle or third parties at risk.
  5. You will not use the Software and Services in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations.
  6. You understand that Seekahoo cannot guarantee preservation of records and may delete or modify information without notice at its sole discretion.
  7. You will not make any derivative works of the Software and Services or delete or modify, in any way, any copyright, trademark, or other proprietary notices that appear on the Software and Services.
  8. You will not post or upload any false, misleading, personal, obscene, or defamatory content.
  9. You will not post or upload content containing nudity, violence, or hate speech;
  10. You will not use, modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, mine, transmit, or sell the Software and Services in any form or by any means, in whole or in part, without the prior written consent of Seekahoo.
  11. You will not distribute Trojan horses, viruses, malware, spyware, spam, pyramid schemes, chain letters, or any other harmful or unsolicited files or communications from, by, or through the Software and Services.
  12. You will not harvest, scrape, or otherwise collect information about users of the Software and Services.
  13. You will not use the Software and Services to sell any products and services if you are not an approved advertiser or otherwise have the express written permission of Seekahoo.
  14. You will not violate any license noted herein.

Seekahoo does not warrant or guarantee that compliance with this Agreement will be sufficient to comply with your obligations hereunder, under applicable law or with third party rights. If you access a third-party website (including but not limited to Facebook, Google+, Pinterest, or Twitter) through content provided on the Seekahoo App, you agree to read and abide by that third-parties’ terms of service, privacy policy, and all other policies and conditions of use of such third-party. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use Software and Services. Software and Services is operated worldwide and Seekahoo makes no representation that its Software and Services are appropriate, lawful, or available for use in other locations. Seekahoo does not offer Software and Services where prohibited by law.

Our Materials: The Seekahoo App and related materials, including but not limited to any text, names, marks, statistics, graphics, photos, images, sounds, music, videos, software, scripts and interactive features, as well as its associated data and services generated by us (“Seekahoo App”), is the property of, owned by and licensed through Seekahoo. Seekahoo grants you a limited, non-exclusive, royalty free, non-sublicensable, non-transferrable, and non-assignable license to install and use one copy of the Seekahoo App in executable object code form to be used on a single mobile or portable device for non-commercial, personal purposes.

For other materials displayed though or related to the Seekahoo App, we work to provide appropriate attribution as to both the source of the material or identification of appropriate license if applicable.

For User Generated Content You Access through the Seekahoo App: Seekahoo hereby grants you a limited, non-exclusive, royalty free, non-sublicensable, non-transferrable, and non-assignable license for User Generated Content accessible through the Seekahoo App to be used on a single mobile or portable device for non-commercial, personal purposes.

For GNU Free Documentation Licensed Materials Displayed Though the Seekahoo App: Some of the content displayed through the Seekahoo App may be licensed through the GNU Free Documentation License. Your use of GNU Materials is subject to the same license requirements that we abide by. You can see more information about this license here.
http://en.wikipedia.org/wiki/GNU_Free_Documentation_License.

For Creative Commons Attribution Share-Alike Licensed Materials Displayed Though the Seekahoo App: Some of the content displayed through the Seekahoo App may be licensed through the Creative Commons Attribution Share-Alike License. Your use of Creative Commons Materials is subject to the same license requirements that we abide by. You can see more information about this license here.
http://creativecommons.org/licenses/by-sa/3.0/us/legalcode

For Creative Commons Attribution 3.0 Licensed Materials Displayed Though the Seekahoo App: Some of the content displayed through the Seekahoo App may be licensed through the Creative Commons Attribution 3.0 License. Your use of Creative Commons Materials is subject to the same license requirements that we abide by. You can see more information about this license here.
http://creativecommons.org/licenses/by/3.0/us/

For Other Materials: We work to identify the source of information and materials provided to you through the Seekahoo App. For all other third-party materials and sources not identified above you agree to abide by the license of “Our Materials” or the third party license applicable to the materials. If you have any questions regarding the source of materials, or the license, which applies, you agree to contact us prior to using such materials and to fully understand the applicable license before any use of those materials.

You acknowledge and agree that you are prohibited from copying, making derivative works of, modifying, publicly performing, publicly displaying, streaming, exploiting, broadcasting, decompiling, adapting, distributing, reproducing, republishing, scraping, transmitting, selling, posting, or hacking the Seekahoo App, in whole or in part, without the prior written consent of Seekahoo.

You are hereby prohibited from using the trademarks, service marks, design marks, and logos of Seekahoo, or any colorable imitation thereof, or any other mark not owned or licensed by you, including, without limitation Seekahoo words or the logo, as an indicator of source, as a part of a domain name, or in any way that is likely to cause confusion without the prior written consent of Seekahoo. The Seekahoo App is subject to all intellectual property laws, including but not limited to trademark, copyright, patent and other privacy and proprietary laws. All trademarks, images, copyrights or rights of publicity displayed in connection with your use of the Seekahoo App are the property of their respective owners and may not be used without permission of the owner.

You are prohibited from using the Seekahoo App for any use not explicitly stated in this Agreement, absent separate written agreement signed by Seekahoo and you pursuant to a binding agreement. Such unauthorized uses may include:

  1. Any use inconsistent with or in violation of this Agreement or any local, state, provincial, national, or international law, regulation, statute, ordinance, or treaty, including in any country embargoed by the United States;
  2. Any commercial use, such as the resale or republication of the Seekahoo App;
  3. Any modification of the Seekahoo App, including, but not limited to, translation into another computer language or the creation of derivative works from the Seekahoo App;
  4. Any use of the Seekahoo App outside of its customary or intended purposes;
  5. Any use of Seekahoo App to transmit any material that violates the rights of third parties, including but not limited to material that contains or constitutes intellectual property infringement, false advertising, invasion of privacy or defamation or is otherwise offensive;
  6. Any use of the Seekahoo App to defraud, to impersonate, to harass, or to collect personal or personally identifiable information from users of the Seekahoo App without their knowledge or consent;
  7. Any use of the Seekahoo App to participate in or promulgate gambling, ponzi schemes, pyramid schemes, chain letters, harassment, infringement, or unsolicited bulk or commercial emails (SPAM);
  8. Any use of the Seekahoo App to cheat, exploit, or otherwise interfere with any lawful activity;
  9. Any other activity that disrupts the Seekahoo App or its associated services, including, but not limited to, through hacking or denial of service attacks; or
  10. Any creation of an Account after you have been removed by Seekahoo or previously banned.

Downloading the Seekahoo App is FREE. In order to download and/or use the Software and Services, you must provide certain information to register and create a profile. Your profile contains information provided by you, and Seekahoo does not endorse you or discriminate based upon any information provided by you or made available for population of your profile. Personal profile information will be used consistent with the Privacy Policy http://www.seekahoo.com/privacy.php.

Registered Users agree to provide Seekahoo with accurate, up to date, and complete information. Registered Users understand and agree that they have an ongoing duty to update their personal information if and when it changes.

Registered Users agree to keep their Accounts secure from unauthorized access. Registered Users further agree that they alone are responsible for their Registered Users Accounts, and Registered Users accept full responsibility for any and all use of their Registered Users Accounts, whether authorized or unauthorized. In the case of unauthorized access to a Registered Users Account, Registered Users agrees to contact Seekahoo immediately.

By creating an account, you agree that Seekahoo, and our designees and agents, may contact you by any available means, including, but not limited to, by email. Seekahoo may need to access information from Users’ Facebook, Twitter, Pinterest, Google+ or Yelp accounts. By creating a User Account, you are automatically registered to the Seekahoo mailing list, which you can opt out of at anytime using the “unsubscribe” link within the email. Seekahoo also sends “push notifications” to notify you of recent activity. You may turn the push notifications on or off from your mobile devices' “Settings”.

You represent and warrant that you are not bound by or a party to any arrangement or agreement, whether contractual or otherwise, that would prohibit you from downloading or using the Software and Services.

You may appoint others to act as your agent to use the Software and Services. You understand and agree that any user that you authorize to have access to your Account has the capacity to contract and is your authorized legal agent. You agree to bear the ultimate responsibility for any access to your Account, whether authorized or unauthorized.

You expressly agree that you will not register more than one Account and that you will not use your Account to interfere with or disrupt a third party’s enjoyment and use of the Software and Services. Users agree not to create accounts using automated devices such as crawlers, spiders, or bots. Seekahoo reserves the right to restrict access to, suspend, disable, or delete your Account at any time, in its sole discretion, and without prior warning. You are expressly prohibited from selling, leasing, lending, assigning, or otherwise transferring your Account.

You understand and agree that Seekahoo provides software and related services and takes no responsibility and cannot be held liable or responsible for transactions entered into by or between users of the Software and Services, whether with advertisers, through Accounts, with third‐parties, or otherwise. Seekahoo makes no representations or warranties as to the truth or falsity of any information submitted to the Software and Services or provided by Seekahoo or any user of the Software and Services, or the legality, quality, or safety of the services offered through the Software and Services. Though Seekahoo undertakes commercially reasonable efforts to verify the identity of its Software and Services users, you understand and agree that Seekahoo cannot be held liable for any user’s failure to truthfully or accurately disclose their identity or policies.

You understand and agree that Seekahoo will not be held liable for any user’s failure to complete a transaction entered into through the Software and Services.

For Content You Add to the System: Seekahoo will provide you with the ability to submit user generated content to the Software and Services, which may include but is not limited to text, referrals, endorsements, comments, photos, videos, captions, instructions and other content (collectively “User Generated Content”). Except as otherwise licensed herein, you own all rights in and to your User Generated Content.

By submitting User Generated Content to the Software and Services, you grant Seekahoo a nonexclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Software and Services and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, display, and use any of the User Generated Content. These purposes may include, but are not limited to, providing you or third parties with the Software and Services or its associated products and services, advertisers products and services, and archiving and/or making backups of the Software and Services. You agree to waive all moral rights in and to your User Generated Content across the world, whether you have or have not asserted moral rights in or to your User Generated Content. By submitting User Generated Content to the Software and Services, you further agree to waive all rights of publicity or privacy with respect to the User Generated Content submitted.

You acknowledge and agree that you are solely responsible for any User Generated Content that you submit to the Software and Services. You warrant that you are the exclusive owner of all right, title, and interest in and to any User Generated Content that you submit to the Software and Services and that you have the right to license and/or convey all right, title, and interest in and to the User Generated Content free and clear of any and all claims, liens, or encumbrances. You warrant that any User Generated Content that you submit to the Software and Services will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.

Seekahoo has no obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Use, you may bear legal responsibility for that Content. Seekahoo may, at its sole discretion and without any obligation, remove or modify any User Generated Content from the Seekahoo App at any time for any or no reason.

You agree to comply with all terms and conditions of any third party whose software or services are used or displayed in conjunction with the Seekahoo App, including but not limited to any brand owner or licensee or any vendor which provides access and download services (i.e. iTunes, Google Play, etc), any network provider (i.e. AT&T, Verizon, etc), any platform provider (i.e.iOS, Linux etc.) or any hardware manufacturer (i.e. Apple iPhone, Android etc).

By uploading your User Generated Content photographs, you warrant and agree that you will comply with all state and federal laws or regulations applicable to advertisements and endorsements, including but not limited to the FTC’s false advertising regulations located at 16 CFR Part 255.

Seekahoo may allow advertisers to display advertisements within our Software and Services. However, Seekahoo does not endorse or recommend any commercial product, process, or service. The views and opinions of users, contributors, and others expressed on this Software and Services do not necessarily state or reflect those of Seekahoo and are not intended to be used for advertising or product endorsement purposes. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

The Seekahoo App and its contents are copyrighted. All rights reserved, except as otherwise indicated herein.

Seekahoo will respond to specific notices of copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Seekahoo may expeditiously remove copyright infringing materials from its Seekahoo App, regardless of Seekahoo’s liability, upon receipt of a notice that complies with the terms of the Digital Millennium Copyright Act’s § 512, located at 17 U.S.C. § 512(c)(3). Seekahoo, upon removal of any materials that are alleged to be infringing, will make a good faith attempt to notify the owner or uploader of the materials so that they may respond with a counter-notification under 17 U.S.C. § 512(g)(3).

If you believe that content hosted on the Seekahoo App infringes upon your copyright rights, please follow the Digital Millennium Copyright Act steps outlined below:

  1. If you are a copyright owner, or the authorized agent of a copyright owner, and you believe that content hosted on the Seekahoo App infringes upon your copyright rights, you may submit a notification pursuant to the Digital Millennium Copyright Act by providing our registered Copyright Agent with the following information in writing:
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple works have been allegedly infringed, a specific list of such works and their specific location on the Website and/or Seekahoo App;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Seekahoo to locate the material;
    4. Information reasonably sufficient to permit Seekahoo to contact you, such as an address, telephone number, fax number, and, if available, an email address;
    5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Seekahoo will maintain a designated Copyright Agent, who will receive notifications of alleged infringement. You recognize that if you fail to comply with the requirements of the Digital Millennium Copyright Act’s notification requirements, your DMCA notice may not be processed.

Counter-Notification: If you believe that content has been removed from the Seekahoo App in error, you may file a counter-notification with Seekahoo’s designated Copyright Agent that complies with the requirements of 17 U.S.C. § 512(g)(2) and (g)(3) outlined below. Upon receipt of a counter-notification complying with the requirements of 17 U.S.C. § 512, Seekahoo may return the allegedly infringing content to the Website.

  1. A counter-notification must include:
    1. Identification of the specific materials that have been removed from the Seekahoo App;
    2. Your name, address, telephone number, and email address;
    3. A statement that, under penalty of perjury, you have a good‐faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;
    4. A statement that you consent to federal district court jurisdiction in the district in which your address is located or, if your address is outside of the United States, that you consent to jurisdiction in any district in which Seekahoo may be found and that you will accept service of process from the person who provided notification or their agent; and
    5. Your physical or electronic signature.

Notices of infringement, notifications and counter-notifications may be sent to: legal@seekahoo.com

You acknowledge and agree that Seekahoo is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Seekahoo may edit, remove, or control the content displayed through the Software and Services and provided to aid in the operation of its App, you agree that Seekahoo will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Software and Services or otherwise. Seekahoo may, within its sole and absolute discretion, remove any User Generated Content for any reason and for no reason at all.

The Software and Services is not directed to persons under the age of thirteen (13) and Seekahoo will not knowingly collect personally identifiable information from children under the age of thirteen (13). If Seekahoo inadvertently collects personally identifiable information, Seekahoo will delete the personally identifiable information in accordance with its security protocols, upon notice.

Seekahoo encourages its users to submit comments, suggestions, and error reports to Seekahoo. You acknowledge and agree that any feedback submitted to Seekahoo, including, but not limited to, any intellectual property or other proprietary information contained within that feedback, will become the exclusive property of Seekahoo. You agree to assign all right and title in or to any and all feedback that you submit to Seekahoo and execute any and all documents necessary to assign your rights to any and all feedback to Seekahoo upon Seekahoo’s request, including but not limited to any documents necessary to perfect Seekahoo’s rights in and to intellectual property or proprietary rights.

You acknowledge that Seekahoo may be down for maintenance during times deemed necessary by Seekahoo or for other reasons that are both within and not within the control of Seekahoo. You acknowledge and agree that the content contained within the Seekahoo App will not be considered a representation to reasonably be relied upon and nothing within the Seekahoo App will be construed to create a duty of care in Seekahoo or a warranty of any kind. You acknowledge and agree that Seekahoo takes no responsibility for, is not obligated to monitor and cannot be held liable for all the information contained within the Seekahoo App as provided by third parties (including any feed provider or emails posted on the Seekahoo App), User Generated Content contained within the Seekahoo App, information or websites linked to through the Seekahoo App, information sent to Seekahoo by third parties, and information intercepted by third parties. You agree to hold Owner harmless for any and all inaccuracies, omissions, errors, loss of data, corruption of data, failure of hardware, failure of the Seekahoo App, or misuse of the Seekahoo App. You agree that data transmission is not always secure and we provide no warranties or guarantees on the security of anything you post or provide to us. You acknowledge and agree that Seekahoo does not own or control such third parties, including without limitation third party feed providers, service and product providers, email advertisements, advertisements, and payment processors and will not be held liable for any claims, demands, causes of action, debts, liabilities, damages, costs, or expenses, including costs and reasonable attorneys fees, arising out of or in relation to your use of such third party feeds, services, emails, advertisements, products or payment processing. You understand and agree that any purchase made as a result of accessing the Seekahoo App will be processed by someone other than Seekahoo. You further understand and agree that any promotion offered by Seekahoo or through the Seekahoo App may be administered by someone other than Seekahoo. You are advised to read the terms of use agreement of any such third party and only use or participate if you agree to such terms.

SEEKAHOO PROVIDES THE SEEKAHOO APP ON AN AS‐IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, OR ACCURACY. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE SEEKAHOO APP AT YOUR OWN RISK AND THAT OWNER WILL NOT BE HELD LIABLE FOR ANY DEFECTS, ERRORS, OMISSIONS, BUGS, OR DOWNTIME. ANY ATTEMPT BY OWNER TO MODIFY THE SEEKAHOO APP WILL NOT BE DEEMED TO BE A WAIVER OF THIS LIMITATION OF LIABILITY. OWNER WILL NOT BE HELD LIABLE FOR ANY CONTENT CONTAINED WITHIN THE SEEKAHOO APP, ANY THIRD PARTY LINKS OR ADVERTISING ACCESSIBLE THROUGH THE SEEKAHOO APP, OR ANY CONTENT TRANSMITTED THROUGH THE SEEKAHOO APP.

SEEKAHOO WILL NOT BE HELD LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, INDIRECT DAMAGES, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, OR LOST INFORMATION ARISING OUT OF THE USE, WHETHER PROPER OR IMPROPER, OF THE SEEKAHOO APP, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SEEKAHOO DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR IN, OMISSION OF, INTERRUPTION OF, DELETION OF, DEFECT IN, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY DATA. YOU BEAR THE SOLE RESPONSIBILITY TO PROTECT AND BACKUP YOUR OWN DATA, NETWORK, HARDWARE, SYSTEMS, SERVERS, SOFTWARE, COMPUTERS, PHONES, AND SECURITY.

UNDER ANY CIRCUMSTANCES, YOU ACKNOWLEDGE AND AGREE THAT SEEKAHOO’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT THAT YOU PAID FOR THE SEEKAHOO APP. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS LISTED IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You agree to indemnify, hold harmless, and defend Seekahoo, its officers, members, employees, agents, and directors from and against any and all claims, demands, causes of action, debts, liabilities, damages, costs, or expenses, including costs and reasonable attorneys fees, arising out of or in relation to your use of the Seekahoo App, your violation of a term or provision of this Agreement, or your violation of the rights of a third party. You agree that your obligation to hold harmless, defend, and indemnify Seekahoo will survive the termination or failure of this Agreement and your use of the Seekahoo App. You acknowledge and agree that your obligation to defend Seekahoo will not provide you with the right to control Seekahoo’s defense and you expressly agree that Seekahoo has the right to direct and control its defense regardless of your obligation to defend Seekahoo.

You are expressly prohibited from assigning your rights or obligations under this Agreement without Seekahoo’s prior written consent. Seekahoo may assign its rights or obligations under this Agreement at any time, including but not limited to in a sale of the Seekahoo business or in a sale of the Seekahoo App.

This Agreement (together with the Privacy Policy linked herein) constitutes the entire agreement between the parties relating to the subject matter of this Agreement and hereby supersedes all prior agreements, statements, or representations. This Agreement may only be modified by a writing signed by both parties.

You agree that for all legal and non-legal purposes, Seekahoo, Inc. is a Pennsylvania Corporation, however, the Seekahoo App operations are in the State of Pennsylvania. You agree that the Seekahoo App does not give rise to personal jurisdiction over Seekahoo in jurisdictions other than Pennsylvania. This Agreement will be interpreted under and governed by the laws and legal principles of the State of Pennsylvania, without regard to its conflicts of laws principles or statutes.

YOU AND SEEKAHOO AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR CONCERNING THE VALIDITY, INTERPRETATION, BREACH, VIOLATION, OR TERMINATION OF THIS AGREEMENT. THIS ARBITRATION WILL BE HELD IN ALLEGHENY COUNTY, PENNSYLVANIA AND WILL BE HELD IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES PROMULGATED BY THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF PENNSYLVANIA AND WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS’ FEES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND SEEKAHOO AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF PENNSYLVANIA THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. YOU AND SEEKAHOO AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITH THE STATE OF PENNSYLVANIA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND SEEKAHOO HEREBY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

Seekahoo may, but is not obligated to participate in any dispute between users. IF YOU HAVE A DISPUTE WITH ANOTHER USER, YOU RELEASE SEEKAHOO FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, KNOWN OR UNKNOWN. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

No waiver of rights under this Agreement by either party will be recognized unless made in writing and signed by the party to be charged. This Agreement is solely between Seekahoo and you and will not confer any rights or remedies upon any third party, including third party beneficiaries. A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.

YOU AND SEEKAHOO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED UNDER THIS AGREEMENT MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUED. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SEEKAHOO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Any notice under this Agreement or other contact must be sent via certified mail to Seekahoo, Inc. c/o 3083 Cliff Mine Road, Coraopolis, PA 15108, copy regular mail to: Traverse Legal, 810 Cottageview Lane, Unit G‐20, Traverse City, MI 49684, with a copy via email to: legal@seekahoo.com.

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