1. ABOUT THIS AGREEMENT
The following terms and conditions govern your download and use of the SimpleFund smartphone and mobile device application (the “SimpleFund Application”) and your use of the GetSimpleFund.com website (the “Site”) and all content, products, promotions, services and functionality available at or through the Applications and the Site (collectively, together with the Applications and the Site, the “Services”). The Services are owned and operated by Hipshark, LLC, a New York corporation (“SimpleFund”, “we”, “us” or “our”).
The Services are available only to individuals who are at least 13 years old and are only available to legal residents or citizens of the United States of America.
If you are less than 13 years old, you may not download the Applications or use the Services.
2. ACCEPTABLE USE POLICY
Whether or not you register for an account with us, the Services are only available for access and use by you for lawful purposes. You understand that when using the Site or Applications, you may be exposed to user content (including, without limitation, Ad Content) provided by other users or third parties, and you agree that Hipshark, LLC is not responsible for the accuracy, safety, appropriateness or intellectual property rights in or related to such user content. Any action by you or associated with your account that we believe, in our sole and absolute discretion: (a) violates the Agreement; (b) restricts, inhibits, disrupts, interferes with, limits, or prevents access or use of the Services; or (c) through the use of the Services, abuses, defames, harasses, disparages or threatens another user of the Services or any other third party, is strictly forbidden.
You also may NOT:
• solicit for commercial purposes other users of the Service, unless permitted by and in accordance with an Advertising Agreement;
• use the Services to distribute or post solicitations, promotional materials, spam, junk mail, chain letters, or pyramid schemes, unless permitted by and in accordance with an Advertising Agreement;
• use metatags or any other “hidden text” utilizing any of our or any third party’s product names or trademarks;
• harvest or otherwise collect personal information about users, including e-mail addresses, without their consent;
• use any robot, spider, crawler, scraper or other automated means to access the Services, unless permitted by and in accordance with an Advertising Agreement;
• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; or
• bypass any measures we may use to prevent or restrict access to the Services or certain features or modules of the Services.
We reserve the right to immediately block or disable your ability to use the Applications, and/or otherwise suspend or terminate your access to the Services, if, in our sole and absolute discretion, we believe that you have engaged in any of the foregoing activities or that they have occurred in association with your account or password.
3. OUR INTELLECTUAL PROPERTY RIGHTS
The proprietary software associated with the Applications and the Services, including any enhancements or modifications thereto and any related documentation, as well as the visual and textual elements and the selection, arrangement and compilation of data embodied in (and/or displayed during the execution of) the software, are copyrighted works and exclusively owned by Hipshark, LLC. In addition, the Services, including all software, SimpleFund content, inventions, technology, products, services and SimpleFund data provided on the Site or through the Services, are protected under United States and international copyright, patent, trademark and/or other intellectual property laws and incorporate valuable confidential information and trade secrets of SimpleFund, and are the exclusive property of Hipshark, LLC and its licensors. All suggestions, requests and feedback you may communicate to us regarding the Services, and all inventions, improvements, modifications, product or service ideas, and concepts contained therein (collectively, “Feedback”), shall become the exclusive property of Hipshark, LLC. You hereby assign all worldwide rights, title and interest in, to and under any such Feedback to SimpleFund and agree to execute and deliver any assignments or other instruments or documents that we may request in order to confirm, perfect, record or enforce our rights with respect to the Feedback.
4. LIMITED LICENSE
Subject to your compliance with all of the terms and conditions of this Agreement, and in consideration of your promises reflected in this Agreement, SimpleFund grants to you a limited, personal, non-exclusive, revocable, non-sublicensable, non-transferable license to (a) download, install, and use the Applications to use on a single mobile device, (b) receive and use Rewards as defined and provided in Section 5, and (c) use the Services, in each case for your internal personal or commercial purposes but not for commercial resale, sublicensing, time-sharing or service bureau usage. All rights not expressly granted to you by the foregoing sentence are reserved by SimpleFund. Without limiting the generality of the foregoing, you may not interfere with the Services in any way, or copy, modify, distribute or reverse engineer, decompile or disassemble Applications or the Services, or make any derivative works based on the Applications or other Services (including any customization, translation, or localization). Your compliance with the requirements in this Section 4 is a condition to, and material inducement and consideration for, our granting you the right to access and use the Applications and the Services. Any unauthorized use or other activity by you in violation of the Agreement will cause the licenses granted to you by SimpleFund in this Section 4 to terminate automatically.
All rights not expressly granted in this Agreement are reserved to SimpleFund. SimpleFund, the SimpleFund logo, and all other trademarks, service marks, graphics and logos used or displayed in connection with the Services are trademarks or registered trademarks of SimpleFund or SimpleFund’s licensors. Your use of the Services grants you no right or license to reproduce or otherwise use any SimpleFund or third-party trademarks.
5. END USER ACCOUNTS
If you sign up for the Services, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account. You must not use another person’s SimpleFund account or share your password with another person. When creating your account, you must provide accurate, complete and non-misleading information. You agree to immediately notify SimpleFund of any unauthorized uses of your account or login credentials or any other breaches of security. SimpleFund will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. Our current policy limits you to the creation of only one SimpleFund account per mobile device.
Account features differ depending on whether they are held by End Users (each, an “End User Account”) or Advertisers (each, an “Advertiser Account”). Special features and terms and conditions pertaining to End User Accounts and Advertiser Accounts are set forth in Section 5 and Section 6, respectively.
A. SimpleFund Application
When you download the SimpleFund Application, you will be prompted to register for an End User Account, (If you are referred from a friend you will be prompted to register first then download the application) and SimpleFund may then begin displaying Ad Supported Content within the SimpleFund Application. After that, all of your interactions with SimpleFund will be recorded, stored in our servers, and associated with your End User Account. Among other things, your End User Account will keep track of your Points and your Point donations to your school or non-profit. YOU WILL ONLY BE ABLE TO ACCRUE, RECEIVE AND STORE POINTS WHEN SIGNED INTO YOUR END USER ACCOUNT. SimpleFund will, at its own discretion, transfer funds generated by user activity on the SimpleFund application to schools and non-profits, based on user profile designation. In no case will we generate a payment to a school or non-profit for less than $100.
There is more than one way to receive Points using the SimpleFund Application. The simplest way is by engaging with the content available within the SimpleFund application. For example, you may Install a free mobile application, watch a video, take a survey or read an article. SimpleFund’s proprietary smart algorithm is optimized to screen for abuse and will automatically decrease the number of Points offered to End Users who attempt to abuse the system. Therefore over time, you may find that engaging with content inside the SimpleFund application in an unnatural way will result in lower payouts per content consumed. To avoid these consequences, SimpleFund recommends that you use your smartphone or mobile device as you normally do and that you engage only with Ad Content that genuinely interests you.
B. Applications Generally
Your Points balance will be reflected in your End User Account. Depending on the current value of Points, which will be determined at SimpleFund’s sole and absolute discretion, SimpleFund may convert them into a dollar value and make a payment to the school or non-profit you have designated.
Points obtained via the Application are provided to you under a limited, personal, revocable, non-transferable, non-sublicenseable license. Points may not be transferred or resold in any manner, including, without limitation, by means of any direct sale or auction service. You have no property interest, right or title in or to any such Points appearing or originating in the Application or any other attributes associated with use of SimpleFund or its Application. Any Points balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license.
PLEASE NOTE THAT SIMPLEFUND DOES NOT AND CANNOT PROMISE OR GUARANTEE THAT YOU WILL RECEIVE ANY NUMBER OF POINTS OR THAT YOU WILL RECEIVE ANY AMOUNT OF AD CONTENT IN CONNECTION WITH YOUR USE OF THE SERVICES, OR ANY AMOUNT OF VALUE, MONETARY OR OTHERWISE, WHEN YOU REDEEM YOUR POINTS.
SimpleFund’s ability to provide Points depends on whether, and how much, SimpleFund gets paid by the relevant Advertiser, and due to the complex nature of its relationships with Advertisers, whether SimpleFund gets paid, and how much, may vary over time. We will, in our sole and absolute discretion, determine and communicate the availability and exchange rate of Points, which may be modified at any time. The availability and exchange rate for Points may vary for a variety of reasons, such as non-payment by Advertisers or changes in our arrangements with Advertisers or in applicable laws and regulations. You must comply with any individual Points limitations as indicated by SimpleFund (or Advertiser’s terms or website). We reserve the right to cancel, restrict or terminate Points at any time for any reason. All payments to schools or non-profits are subject to this Agreement and any third-party terms associated with Advertisers.
As noted, each time you receive Points, we place the Points in your End User Account. Your ability to receive and redeem Points is conditioned on your compliance with the Agreement. You may access your End User Account to modify your account settings or to review your Points balances and school or non-profit designations. You may log in by entering your username and password with the Applications or through the Site.
When using the SimpleFund Application, your Points balance will be updated on the Transactions Page as you interact and consume content. There is no option to redeem points for cash paid out to you the End User. As an End User you do not need to do anything other than using the Application for money to be paid out to your school or non-profit. Once your school or non-profit has hit our payment threshold, at our sole discretion and we have been paid by our advertisers, payment will be distributed.
You may close your End User Account at any time by logging in and adjusting the appropriate settings. We reserve the right to terminate your End User Account at any time for breach of this Agreement. We may do this without prior notice, but may attempt to notify you afterward where feasible.
6. ADVERTISER ACCOUNTS
Advertisers may access details pertaining to the performance of advertising campaigns managed by SimpleFund in connection with the Services by logging into their Advertiser Account and utilizing SimpleFund’s proprietary tracking and reporting system. You agree not to use any of the information accessed or obtained through your Advertiser Account except for internal business purposes in connection with this agreement.
Advertisers’ use of the Services is subject to all of the terms and conditions in their respective Advertising Agreements with SimpleFund. Advertisers may not register for or use an Advertiser Account unless they have an Advertising Agreement with SimpleFund. In the event of any conflict between this End User License Agreement and Terms of Service and the Advertising Agreement, the Advertising Agreement shall control solely with respect to the specific advertising campaigns and other activities described in the Advertising Agreement.
7. COLLECTION OF INFORMATION
8. MOBILE AND INTERNET SERVICES
Whenever you utilize the Service from your mobile phone, you thereby agree to receive such services on the device you designate for such purposes and understand that your wireless or internet services provider’s standard SMS and/or data rates may apply to these services. By using the Services, you agree to be responsible for any fees that we may impose or that are incurred as a result of your use of the Services. You hereby represent and warrant that you are the owner or authorized user of any smartphone or other wireless device that you use to access the Services, and that you are authorized to approve all associated SMS and data charges.
9. THIRD PARTY LINKS AND SITES
10. UPDATES AND CHANGES.
From time to time, the Application may automatically download and install, or may prompt you to download and install, updates from SimpleFund. These updates are designed to improve, enhance and further develop the Application and may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions. You agree to receive such updates (and permit SimpleFund to deliver these to you) as part of your continued use of the Applications. While you may refuse to download and install updates, doing so may cause your access to the Application and/or the Services to be disabled.
We are constantly innovating in order to provide the best possible experience for our users. You acknowledge and agree that the form, features and/or nature of the Application and the Services which we provide may change from time to time without prior notice to you. We may also cease or discontinue providing the Application or the Services, or support or upgrades for the Application, at any time. Such new features and/or services shall be subject to the terms and conditions of the then-current version of the Agreement as well as any additional terms and conditions that SimpleFund may post on the Site or make available through the Services. SimpleFund may also modify or eliminate services, modules or features of the Application or Services; your sole and exclusive remedy, and SimpleFund’s sole liability, in connection with any such change, modification or elimination is to terminate your account with us.
SimpleFund may terminate your access to all or any part of the Services, or block or disable your access or use of the Application, at any time, with or without cause, with or without notice, effective immediately. Without limiting the foregoing, SimpleFund may terminate your access to all or any part of the Services, if (a) SimpleFund believes that you have breached any provision of the Agreement (or have acted in manner which shows that you do not intend to, or are unable to comply with the provisions of the Agreement); (b) SimpleFund is required to do so by law (for example, where the provision of the Application to you is, or becomes, unlawful); (c) SimpleFund is transitioning to no longer providing the Application to users in the state or country in which you are resident or from which you use the Application; or (d) SimpleFund believes that your use of the Application may infringe or violate the rights of a third party or subject SimpleFund to civil or criminal liability or reputational harm. Termination may result, in SimpleFund’s sole discretion, in the forfeiture and destruction of all information associated with your account and any Points or any advertising revenue earned prior to such date. All provisions of this Agreement which by their nature should survive termination of this Agreement, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous terms, shall do so. If your account is cancelled or terminated for any reason, you will no longer be able to access information you have stored under your account.
12. DISCLAIMER OF WARRANTIES
YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. SIMPLEFUND AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND/OR YOUR USE THEREOF INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, FREEDOM FROM VIRUSES, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS.
SIMPLEFUND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES AND/OR THEIR CONTENT OR THE CONTENT OF ANY PRODUCTS OR SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE AD CONTENT) AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, YOUR ACCOUNT OR OUR SERVERS, AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, ADWARE AND/OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY LOSS OR DAMAGE TO CONTENT OR DATA (WHETHER STORED THROUGH THE SERVICES OR OTHERWISE), OR (VII) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, IMPORTED, TRANSMITTED, DISTRIBUTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. SIMPLEFUND DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE OR OPPORTUNITY ADVERTISED OR OFFERED BY AN ADVERTISERS OR THIRD PARTY THROUGH THE SERVICES, OR ANY HYPERLINKED OR INTEGRATED WEBSITE OR SERVICES, AND SIMPLEFUND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING OR ENFORCING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY ADVERTISER OR OTHER THIRD PARTY WHICH OFFERS OR ATTEMPTS TO TAKE ADVANTAGE OF A DEAL OR PROMOTION THROUGH THE SERVICES).
Some states do not allow the disclaimer of implied warranties in some circumstances, so if the laws of such a state apply to your dealings with us and if the requisite circumstances exist in your case, then some portion or all of the foregoing disclaimer may not apply to you. The law of warranty varies from state to state and the law applicable in your particular case may give you specific legal rights.
13. LIMITATION OF LIABILITY; RELEASE
UNDER NO CIRCUMSTANCES SHALL SIMPLEFUND OR ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES) WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SIMPLEFUND OR ANY OF THE FOREGOING PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT THE LIABILITY OF SIMPLEFUND AND ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS FOR ANY CLAIM OR SERIES OF CLAIMS WILL BE LIMITED TO FIFTY U.S. DOLLARS ($50.00).
YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE SITE, THE APPLICATIONS, THE SERVICES AND SIMPLEFUND AND ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ALL OTHER RELATED PERSONS OR ENTITIES, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, SUITS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SITE, APPLICATIONS OR THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 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” (OR ANY EQUIVALENT STATUTORY PROVISION WITH A SIMILAR IMPORT OR INTENT). IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT.
The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
14. REPRESENTATIONS AND WARRANTIES
You represent and warrant that (i) your use of the Services will be in strict accordance with the Agreement and with all applicable laws and regulations (including, without limitation, any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and all applicable laws regarding the transmission of technical or personal data exported from or into the United States or the country in which you reside, and all applicable laws pertaining to privacy, consumer rights, and unfair and deceptive advertising practices); and (ii) your use of the Services will not infringe or misappropriate the intellectual property rights or any other rights of SimpleFund or of any other user or third party.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Hipshark, LLC (SimpleFund), its affiliates and its and their respective members, managers, officers, employees, representatives and agents (the “Indemnified Parties”) from and against any and all claims, actions, lawsuits, damages, obligations, complaints, demands, allegations, losses, liabilities, costs or debt, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) arising out of or related to or in connection with your actual or alleged (a) use of and access to the Services, Site and the Application, (b) violation, breach or default of any term of the Agreement, (c) violation by you or your Ad Content of any third party right including, but not limited to, any patent, trademark, service mark, copyright, trade secret, publicity or privacy right, or (d) any claim that you or any content which you submit or transmit via the Services (including, without limitation, your Ad Content) caused damage to a third party.
All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that we may provide notice to you by posting announcements on the Site (or otherwise making them available through the Services) or sending an e-mail to you at the e-mail addresses that is currently associated with your account. Any such e-mail notice to you will be deemed given on the day it is sent. Except as specified in the next sentence, all notices to us of a legal nature shall be in writing and shall be sent via email to: email@example.com. If you have any questions about the Agreement, or if you need to notify us about a non-legal matter, then please contact us at firstname.lastname@example.org.
Except as provided in the next paragraph with respect to requests for injunctive relief relating to a breach of your license rights or our intellectual property rights, any controversy, claim or dispute arising out of this Agreement or your use of the Services shall be resolved by final and binding arbitration. Such arbitration shall take place in Erie County, New York, and shall be administered by a single arbitrator pursuant to the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator shall be empowered to award any form of individual relief, including injunctive relief, and shall be instructed to apply the laws of the State of New York (excluding its applicable choice of law rules) to any interpretation or enforcement of this Agreement. In order to keep hearing costs down, hearings may, at your request, be conducted telephonically or entirely upon submissions.
You expressly consent to the exercise of jurisdiction and venue by the state and federal courts located in Erie County, New York. However, if we think you are violating your license to use the Services or our intellectual property or trade secret rights, we may bring an action for injunctive relief in any court of competent jurisdiction.
In addition to the above, you waive the right to bring any claim or dispute related to this Agreement as a class action, consolidated, multi-district or collective action, or private attorney general action. You also agree not to participate in any class action, consolidated, multi-district or collective action, or private attorney general action regarding any claim or dispute related to this Agreement.
If SimpleFund prevails in any arbitration or proceeding to enforce the Agreement or arising out of your access to or use of the Services, it shall be entitled to recover, in addition to all other available legal and equitable relief, its legal costs, including reasonable attorneys’ fees. If any part of the Agreement is held invalid or unenforceable, that part will be reformed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. The provisions of the Agreement are severable, and if any portion is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable and in effect. Any waiver by either party of any term or condition of the Agreement or any breach thereof shall be in writing, executed by the party to be charged, and any such waiver, in any one instance, will not waive such term or condition in any other instance or any subsequent breach thereof. The Agreement is not assignable by you, except by operation of law; SimpleFund may assign its rights under the Agreement without condition. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
18. HOW TO CONTACT US
You may direct any questions, complaints or claims with respect to the Application, the Site or the Services to:
Hipshark, LLC (SimpleFund)
Last Updated: October 31, 2016