Agreement to Our Terms
These Terms of Use (these “Terms”) are a legally binding agreement between the party accepting these Terms as set forth in this paragraph (“you”) and Bouncr Labs, Inc. (“Bouncr,” “we,” or “us”) and apply to Bouncr’s identity verification application (the “Bouncr App”). PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CLICK “ACCEPT,” CHECK A BOX, MAKE A PURCHASE ON BOUNCR’S WEBSITE, OR OTHERWISE ACCESSES OR USE THE BOUNCR APP, YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
Bouncr may make changes to these Terms. If Bouncr makes changes, Bouncr may provide you with notice of such changes, such as by providing a notice through the Bouncr App or otherwise. Unless Bouncr says otherwise in its notice, the amended Terms will be effective immediately, and your continued use of the Bouncr App after Bouncr provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Bouncr App. Any changes to these Terms will not apply to any dispute between Bouncr and you arising prior to the date on which Bouncr posted the updated Terms incorporating such changes or otherwise notified you of such changes.
By accessing or using the Bouncr App, you expressly agree to these Terms. If you do not agree to these Terms, you may not access or use the Bouncr App.
1. The Bouncr App
Right to Use
Subject to your compliance with these Terms, Bouncr grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to install and use the Bouncr App on a mobile or personal device that you control. The Bouncr App is licensed, not sold. If you fail to comply with any term or condition of these Terms, you must immediately cease using the Bouncr App and remove (i.e., uninstall and delete) the Bouncr App from your mobile or personal device.
Modifications; Support
Notwithstanding anything to the contrary in these Terms, (a) Bouncr may conduct maintenance on the Bouncr App from time to time without prior notice to you and (b) Bouncr may modify features of the Bouncr App from time to time at Bouncr’s sole discretion. Unless otherwise expressly agreed in writing by Bouncr, Bouncr will not be required to provide any support with respect to the Bouncr App and no service levels, uptime requirements, or other performance standards, obligations, or requirements will apply to the Bouncr App
Use Restrictions
You will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Bouncr App to a third party; (b) use the Bouncr App to develop a similar or competing product or service; (c) reverse engineer, decompile, disassemble, or seek to access the source code to the Bouncr App; (d) modify or create derivative works of the Bouncr App, or copy any element of the Bouncr App; (e) remove or obscure any proprietary notices in the Bouncr App; (f) publish benchmarks or performance information about the Bouncr App without Bouncr’s prior written consent; (g) interfere with the operation of the Bouncr App or circumvent any access restrictions applicable to the Bouncr App; (h) transmit any viruses or other harmful materials to the Bouncr App; (i) take any action that risks harm to others or to the security, availability, or integrity of the Bouncr App; or (j) exceed any applicable usage limitations. You will use the Bouncr App and all results generated thereby in compliance with all applicable laws, rules, and regulations (“Laws”).
2. Eligibility and Accounts
Authorization
You represent and warrant that (a) you are validly existing and in good standing under the laws of the place of your establishment or incorporation, (b) you have full corporate power and authority to execute, deliver and perform its obligations under these Terms, (c) the person entering into these Terms on your behalf has been duly authorized and empowered to enter into these Terms, and (d) these Terms are valid, binding and enforceable against you.
Jurisdiction
You may only use the Bouncr App in jurisdictions authorized by Bouncr. The Bouncr App is not intended to subject Bouncr to any non-United States jurisdiction or Laws. You represent and warrant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country or (b) on any of the U.S. government lists of restricted end users. Without limiting the foregoing, you may not use the Bouncr App in violation of applicable export-control or sanctions Laws.
Access Credentials
You may be required to create an account to use the Bouncr App. You are responsible for use of the Bouncr App, your access to Bouncr App accounts, and all acts and omissions through Bouncr App accounts, as well as for use of the Bouncr App by any third party through your access credentials, whether authorized or not. Bouncr has no obligation to inquire about the authority of anyone using your account access credentials.
3. Data
Submission
“Submitted Data” means content, data and other information that you input or submit to the Bouncr App or otherwise permit the Bouncr App to access. Bouncr does not claim ownership of Submitted Data.
License to Submitted Data
You hereby grant Bouncr and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Submitted Data (including providing Submitted Data to, and/or validating Submitted Data with, applicable third-party platforms and/or services, e.g., subprocessors and/or other third-party websites) to (a) provide, support, monitor, analyze, and improve the Bouncr App and improve Bouncr’s other products and services, (b) communicate with you about your account, (c) comply with Laws, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (d) prevent fraud or misuse of the Bouncr App, and/or (e) for any other lawful purpose. Bouncr may expand its use of Submitted Data in its discretion if not precluded by Laws.
Rights in Submitted Data
You represent and warrant to Bouncr that you have the rights, licenses, and permissions necessary to grant the license and use rights in Section 3.2 and to otherwise provide Submitted Data to Bouncr for use by Bouncr as contemplated by these Terms and your use of the Bouncr App. You are solely responsible for the content, accuracy, integrity, quality, and legality of Submitted Data and for ensuring that you have given all notices and disclosures, and obtained all consents and permissions, necessary for (a) you to use the Bouncr App, (b) your collection, use, disclosure, and input of Submitted Data, and (c) Bouncr to access, collect, use, and disclose Submitted Data. You will not include in Submitted Data or otherwise upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.
4. Fees
Scan Credits
To use the Bouncr App, you must purchase scan credits at the prices displayed through the Bouncr App (“Scan Credits”). Scan Credits are purchased in the quantities and at the prices specified at the time of purchase. ALL SCAN CREDITS ARE NON-REFUNDABLE, including for unused, expired, or otherwise unredeemed Scan Credits, except as required by Laws. You must use a payment method made available or designated by us. You represent and warrant that you are authorized to use the payment method you provide and that all payment and billing information you submit is accurate and complete. You authorize us, or our designated payment processor, to charge the applicable amount for your purchase of Scan Credits to the payment method you provide. Bouncr may refuse, suspend, or cancel any purchase that we reasonably believe is unauthorized, fraudulent, unlawful, or otherwise in violation of these Terms.
Cover Charges and Payouts
If you use the Bouncr App to accept cover charges or other payments from third parties, those amounts will be processed and deposited into your designated Stripe account (or the account of any other payment processor that we may designate or require in the future), subject to Stripe’s (or, as applicable, such other payment processor’s) terms and applicable payment-processing requirements. You are responsible for any applicable fees, refunds, chargebacks, reversals, or other amounts that may be deducted from or charged against your Stripe (or other payment processor) account or otherwise arise from your transactions with third parties. We do not guarantee the timing or availability of any payout or funds held or processed by Stripe (or any other payment processor).
Taxes
You are solely responsible for determining and paying all taxes, duties, levies, or other governmental charges applicable to amounts you receive through or in connection with your use of the Bouncr App, including any income, sales, use, or other taxes. You are also responsible for complying with all applicable tax reporting and payment obligations relating to those amounts.
5. Termination or Suspension Events
Bouncr may immediately terminate or suspend your access to any or all of the Bouncr App in Bouncr’s sole discretion, with or without notice to you. You may also close your Bouncr account to terminate your access. You may not use the Bouncr App after any termination of access or during the pendency of any suspension. Except for the rights granted to you in Section 1.1, these Terms will survive any such termination and during the pendency of any suspension.
6. Disclaimers and Release
General Disclaimers
The Bouncr App is provided “AS IS” AND “AS AVAILABLE.” Bouncr, on its own behalf and on behalf of its suppliers and licensors, makes no, and specifically disclaims any and all, other representations or warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement, and any warranties arising out of any course of dealing or usage or trade. Bouncr does not warrant that your use of the Bouncr App will be uninterrupted or error-free, that Bouncr will review any data for accuracy, that it will maintain any data without loss, or that the Bouncr App will return accurate results. Without limiting the foregoing, you are solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability of any results generated by the Bouncr App before using it and you assume all risk associated with your use of the Bouncr App and such results. We will have no liability for such use.
7. Limitations of Liability
Bouncr will not have any damages or liability to you arising out of or related to these Terms for any (a) indirect, special, incidental, or reliance, or consequential damages of any kind (including, without limitation, loss of use, lost data, lost profits, reputational loss failure of security mechanisms, interruption of business) or (b) amounts that, in the aggregate, exceed the amounts paid by you for the Bouncr App in the six (6) months preceding the liability, in each case even if informed of their possibility in advance. This limitation applies to all damages and liability incurred and regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in these Terms fails of its essential purpose.
8. Indemnification
You will indemnify and hold Bouncr and its affiliates, and its and their officers, employees, and agents (the “Bouncr Parties”) harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising from or in connection with your access to or use of the Bouncr App (including, without limitation, your breach or alleged breach of these Terms) (each, an “Indemnifiable Claim”). Additionally, you will, at Bouncr’s sole election, defend Bouncr and the other Bouncr Parties from any Indemnifiable Claims. If Bouncr directs you to defend an Indemnifiable Claim, then (a) Bouncr has the right to approve the counsel you select to defend the Indemnifiable Claim and (b) Bouncr may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at your expense. Bouncr may also exclusively retain control of the defense of an Indemnifiable Claim. You will not settle an Indemnifiable Claim without Bouncr’s written consent.
9. Confidentiality
Definition
“Confidential Information” means information disclosed to you, or that you otherwise access, that is designated by Bouncr as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Confidential Information includes the terms and conditions of these Terms and any technical or performance information about the Bouncr App.
Obligations
You will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to use the Bouncr App in compliance with this Agreement.
Remedies
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Bouncr may seek and obtain appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 9.
10. Governing Law; Dispute Resolution
Governing Law
Any dispute or claim by you arising out of or related to these Terms will be governed by the laws of the State of New York, exclusive of its choice of law rules. The Convention on Contracts for the International Sale of Goods will not apply. Any Laws that provide that the language of a contract should be construed against the drafter will not apply to these Terms. This Section 10.1 will be interpreted as broadly as applicable law permits.
Arbitration of Disputes
Except for Bouncr’s ability to seek an injunction against you in any court to prevent any imminent harm against Bouncr or its users, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, will be settled by binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The place of arbitration will be Manhattan, New York. The arbitration will be conducted in English. The decision of the arbitrator will be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Individual Arbitration
The arbitration will be conducted on an individual basis, and not as a class, consolidated, or representative action. The arbitrator(s) will have no authority to proceed with arbitration on a class or representative basis. Any relief awarded by the arbitrator(s) will be individualized to the claimant and will not affect any other party.
No Class Action
To the fullest extent permitted by applicable law, no arbitration or claim under these Terms will be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the Bouncr App, and no class arbitration proceedings will be permitted. You agree to waive any right to commence or participate in any class action against Bouncr related to any claim and, where applicable, you also agree to opt out of any class proceedings against Bouncr.
Arbitrator Authority
The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, including any contention that all or any part of this arbitration agreement is void or voidable.
Severability
If any provision of this arbitration clause is found to be unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
Execution
This arbitration and no class action clause will be effective upon your use of the Bouncr App and will survive in perpetuity.
11. General
These Terms constitute the entire agreement between you and Bouncr with respect to its subject matter, and there are no agreements or understandings between the parties, express or implied, except as are expressly set forth in these Terms. If any provision of these Terms are found by any court to be void or otherwise unenforceable, the remainder of these Terms will remain valid and enforceable as though such void or unenforceable provision were absent on the date of its execution. The relationship between the parties is that of independent contractors, and neither party has authority to contract for or bind the other party in any manner whatsoever. You may not assign, transfer or delegate these Terms, nor any right or duty under these Terms, without Bouncr’s prior written consent, and any attempted assignment, transfer, or delegation with such consent will be void and without effect. Electronic notice (including email) will satisfy any requirements that notice hereunder be in writing. Written notice is effective on the day of receipt. Bouncr is excused from performance of this Agreement and will not be liable for any delay in whole or in part caused by any event outside of its control.
12. iOS Terms
The following terms apply if you install, access, or use the Bouncr App on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).
Acknowledgement
You acknowledge that these Terms are concluded solely between Bouncr and you, and not with Apple. Bouncr, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that your use of the iOS App is subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App (the “Usage Rules”), and in the event of any conflict, the Usage Rules will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
Scope of License
The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules.
Maintenance and Support
You and Bouncr acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
Warranty
You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Bouncr. However, Bouncr has disclaimed all warranties of any kind with respect to the Bouncr App, and therefore, there are no warranties applicable to the iOS App.
Product Claims
You and Bouncr acknowledge that as between Apple and Bouncr, Bouncr, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
Intellectual Property Rights
The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Bouncr, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
Developer Name and Address
Any questions, complaints, or claims with respect to the iOS App should be directed to:
Bouncr Labs, Inc.
131 Continental Drive
Suite 305
Newark, DE 19713
hello@bouncrlabs.com
Third-Party Terms of Agreement
You will comply with any applicable third-party terms when using the iOS App.
Third-Party Beneficiary
Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
13. Android Terms
The following terms apply if you install, access, or use the Bouncr App on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”).
You acknowledge that these Terms are between you and Bouncr only, and not with Google.
Your use of the Android App must comply with Google’s then-current Android Market Terms of Service.
Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for the Android App and content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms.
Google is a third-party beneficiary to these Terms as they relate to the Android App.