Terms of Use

Effective Date: December 28, 2020

These Terms of Use (this “Agreement” and “Terms”) is a legal agreement between you (“you”) and Togethere, and all related affiliates and subsidiaries (“Company,” “we” or “us”) for use of the Togethere app, communications, updates, information, and all related services, the website, the servers used by the application, the computer files stored on such servers, and all related services, and all related services, features and content offered by the Company (collectively, the “Services” or “App”).

Medical Services Disclaimer

DISCLAIMER: Togethere, the company, app, all related services and communications, and all related affiliates and subsidiaries, is not a licensed medical care provider and the app is not intended to replace professional medical advice or diagnose, treat or manage any illness or medical condition, including Covid-19. risk visualizations found on the app are meant to be illustrative and serve informational purposes only. The information provided is for your general knowledge only and is not a substitute for professional medical advice or treatment. You should not use this information to diagnose or treat a health problem or disease without consulting with a qualified healthcare provider. Please consult with a licensed physician or other qualified healthcare provider before making any decisions or taking any actions that may affect your health and safety or that of family, friends, and those you may come into contact with. Never disregard professional medical advice or delay seeking it because of something you have read or received from the app. Always consult with your health care professional if you have any questions or concerns about your health or condition or experience any changes in your condition or health status. If you think you may have a medical emergency, call your doctor, go to the nearest emergency room, or call 911 immediately.
TOGETHERE DISCLAIMS LIABIILITY FOR ANY ERRORS OR OMISSIONS, OR FOR UNINTENDED TECHNICAL INACCURACIES, OR TYPOGRAPHICAL ERRORS, AS WELL AS ANY MISUSE OF THE APP.

Acceptance of Terms

Please read this Agreement carefully. By creating an account or accessing or using the App, you acknowledge that you accept and agree to be bound by the terms of this Agreement. These Terms include provisions in this document as well as those in our Privacy Policy. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR APP AND SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE APP IN ANY MANNER.
We may modify this Agreement from time to time. We will notify you by email, through the App, or by presenting you with a new version of the Agreement for you to accept if we make modifications that materially change your rights. Your continued use of the App after the effective date of an updated version of the Agreement will indicate your acceptance of the Agreement as modified.

Registration and eligibility

To use the App, you may be required to create or update an account (“Account”) and will be asked to provide certain personal information, which may include your name, gender, birth date, and e-mail address. This information will be held and used in accordance with our Privacy Policy.
If you are under 18, your parent or guardian must review and accept the terms of this Agreement, and by using the App, you confirm that your parent or guardian has so reviewed and accepted this Agreement. We reserve the right to limit the availability of the App to users under the age of 18, at our sole discretion.

Your use of the App

Any information you submit through the App is governed by our Privacy Policy. To the extent there is an inconsistency between this Agreement and our Privacy Policy, these Terms shall govern. You are solely responsible for the accuracy of any information you submit. Togethere shall not be held responsible or liable for checking the accuracy of any information, including but not limited to those related to Pods and events. Togethere shall not be responsible for any decisions or actions taken by you based on your use of the App. The App is only to be used for general informational purposes and should not be used to make decisions or take actions, particularly but not limited to those that might have legal, financial, or medical purposes.

As a condition of using the App, you agree not to use the App for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the App and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree that if you take any of the following actions, you will be materially breaching this Agreement, and you agree that you SHALL NOT:

resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the App;

modify, reverse engineer, decompile or disassemble the App;

copy, adapt, alter, modify, translate, or create derivative works of the App without the written authorization of the Company;

permit other individuals to use the App, including but not limited to shared use via a network connection, except under the terms of this Agreement;

circumvent or disable any technological features or measures in the App for protection of intellectual property rights;

use the App in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;

use or access the App to compile data in a manner that is used or usable by a competitive product or service;

use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone;

use your Account to engage in any illegal conduct;

upload to transmit any communications that infringe or violate the rights of any party;

upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy; or

upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this website.

Any such forbidden use shall immediately terminate your license to use the App.

Limited License to the App

We grant you a personal, worldwide, revocable, non-transferable and non-exclusive license to access and use the App for personal and non-commercial purposes in accordance with the terms of this Agreement.

All rights, title, and interest in and to the App not expressly granted in this Agreement are reserved by the Company. If you wish to use the Company’s software, title, trade name, trademark, service mark, logo, domain name and/or any other identification with notable brand features or other content owned by the Company, you must obtain written permission from the Company. Permission requests may be sent to Info@Togethere.com.

To avoid any doubt, the Company owns all the text, images, photos, audio, video, location data, and all other forms of data or communication that the Company creates and makes available in connection with the App, including but not limited to visual interfaces, interactive features, graphics, design, compilation of User Content, and the compilation of aggregate user review ratings and all other elements and components of the App. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the App and the Company’s Content are retained by us.

License to User Content

The App enables you to create events, post events, log symptoms, view risks of individuals to others and events, organizations, and locations. You may retain all rights to such User Content that you post, share, or log in the App.
By providing your User Content to the App, you (a) grant the Company a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, exploit, modify, publicly display, publicly perform, create derivative works from, incorporate it into other works, change, reformat, and distribute your User Content in connection with providing and operating the App and related services and/or for the Company’s promotional purposes (for example, by displaying within our App, advertisements or on any website or platform in the internet as we may deem appropriate), subject to the Privacy Policy; and (b) you agree to indemnify the Company and its affiliates, directors, officers, and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the media and/or your failure to company with the terms described in this Agreement. For clarity, such content includes any and all User feedback provided to Togethere and the App, regardless of medium.
The Company reserves the right to review all User Content prior to submission to the App and to remove any media for any reason, at any time, without prior notice, at our sole discretion.

User Content

You shall not use the App or Services to:

Leave rude, harassing, insulting, provocative, discriminating, non-tolerant, religious, racist, political, homophobic, or offensive comments and statements;
Post abusive, offensive, obscene, pornographic, infringing, sexually explicit images or any other materials (including links to such materials) prohibited under applicable law or regulations or that otherwise may be in conflict with this Agreement;
Provide any medical advice or claim to be a healthcare professional;
Advertise any product or service;

At our sole discretion, we reserve our right to:

Delete any inappropriate or irrelevant Pods, events, comments, or any other User provided content;
Delete or modify comments containing personal data, such as name, address, or email;
Restrict or ban your access to the App at any time and without notice if we determine your use is in violation of this Agreement;
Use, copy, modify, reshuffle, move, change, publicly display, publicly conduct and distribute discussions, comments, and materials;

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, COMMUNICATIONS DECENCY ACT OF 1996), THE COMPANY DISCLAIMS LIABILITY FOR ANY DIRECT OR INDIRECT CONSEQUENCES ARISING FROM THE INFORMATION, LINKS, AND MATERIALS POSTED BY USERS, ANY ACTIONS OR INACTIONS OF USERS, VIOLATIONS OF ANY APPLICABLE LAWS AND REGULATIONS.

Use at your own risk

Our goal is to help inform decisions related to the risks associated with Covid-19 transmission. However, the App cannot and does not guarantee health-related improvements or outcomes. Togethere is not a medical services provider and we are not responsible for any outcomes related to the use of or reliance on the App. Your use of the App and any information, predictions, or suggestions provided in the App are at your sole risk. We make no representation or warranty of any kind as to the accuracy of data, information, risk visualizations, and analysis that we may provide to you through the App and you agree and understand that the App is not intended to match or serve the same purpose as a medical or scientific device.

We are not responsible for any links or any other information posted by Users, or the content of any links to any third-party website, platform, or service, even if such content may be accessed from within the App.

Pods

Togethere allows for the creation of Pods that may be used to organize groups of individuals, events, and to share information and invitation. In no way shall the use of Pods, events, invites, and any other features of the App be used in any manner that is contrary to local, state, federal, or international law, and we retain the right to suspend any users for violating this Agreement. We are in no way affiliated with any such Pods or events, and are not responsible or liable, and do not provide any warranties related to Pods, events, or any other feature created by Togethere users. We do not promote, sanction, or support any Pods or events. We do not review such events or pods for accuracy and will not and cannot be held liable for any actions undertaken by users regarding Pods, events, or information related to User created content.

Risk Visualizations

The App includes risk visualizations that are meant to provide information based upon Covid-19 risk factors. Risk visualizations are meant to inform only and are to be used strictly for informational purposes only. Users shall not use risk visualizations in any manner to create legal, financial, or any other form of effects on individuals. Togethere shall not be liable for any use of risk visualizations and makes no warranties regarding the accuracy of risk visualizations. Please reach out to us at Togethere.com if you have any questions regarding the use of, or the development of risk visualizations contained in the App.

Passwords

You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your App passwords or account. It is your sole responsibility to (1) control the dissemination and use of sign-in name, screen name and passwords; (2) authorize, monitory, and control access to and use of your App account and password; (3) promptly inform the Company if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password. Send us an email at Info@Togethere.com. You grant the Company and all other persons or entities involved in the operation of the App the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the App. The Company cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the App.

Warranty Disclaimer

The Company controls and operates the App from various locations and makes no representation that the App is appropriate or available for use in all locations. The App or certain features of it may not be available in your location or may vary across locations.

The App is provided “as is”, “as available” and is provided without any representations or warranties of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed, save to the extent required by law. The Company, and its directors, employees, agents, representative, suppliers, partners, and any other third party providers do not warrant that: (a) the App will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the App is free of viruses or other harmful components; (d) the results of using the App will meet your requirements. Your use of the App is solely at your own risk; or, (e) the accuracy, reliability, or completeness of the content, text, images, software, graphics, or communications provided by third parties on or through the App, including in Pods, events, or any invites or updates. Some states/countries do not allow limitations on implied warranties, so the above limitations may not apply to you.

Termination

You may terminate your use of the App and our Services at any time, for any reason Please refer to our Privacy Policy, as well as the rest of this Agreement, to understand how we treat the information you provide us after you have stopped using the App.

Togethere may also terminate or suspend access to your use of the App for any reason at our sole discretion. Togethere has sole right to determine whether you are in violation of any of the Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination, including, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

We may refuse service, close Accounts, and change eligibility requirements at any time.

Use of Mobile Devices

Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply if you are using the App on a mobile device.

Third Party Services

The App may give you access to links to third-party websites, apps, or other products or services (“Third Party Services”). The Company does not control Third Party Services in any manner and, accordingly, does not assume any liability associated with such Third Party Services. You need to take appropriate steps to determine whether accessing a Third Party Service is appropriate, including protecting your personal information and privacy in using any such Third Party Services and complying with relevant agreements.

Enforcement Rights

We are not obligated to monitor access or use of the App. However, we reserve the right to do so for purposes of operating and maintaining the App, ensuring your compliance with this Agreement, and complying with applicable legal requirements. We may disclose unlawful conduct to law enforcement authorities, and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable any content posted to the App or access to App at any time and without notice, and at our sole discretion if we determine in our sole discretion that your content or use of the App is objectionable or in violation of this Agreement.

The Company has no liability or responsibility to users of the App or any other person or entity for performance or nonperformance of the aforementioned activities.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS APP. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE APP EXCEED THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR USE OF THE APP OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE COMPANY, OR ANY THIRD PARTIES MENTIONED ON THE APP ARE NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE APP.

Arbitration

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Togethere and limits the manner in which you can seek relief from Togethere. Both you and Togethere acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Togethere’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in [California]. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules.

Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Togethere will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Togethere will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) Waiver of Jury Trial. YOU AND TOGETHERE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and TOGETHERE are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and TOGETHERE over whether to vacate or enforce an arbitration award, YOU AND TOGETHERE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor TOGETHERE is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

All claims between the parties related to this Agreement will be litigated individually, and the parties will not consolidate or seek class treatment for any claim unless previously agreed to in writing by the parties.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: ….info@togethere.com, within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Togethere to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Togethere agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, California, or the federal district in which that county falls.

Miscellaneous

Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your App username or Togethere account, in any way (by operation of law or otherwise) without Togethere’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law: These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Severability: If any section of this Agreement is held unenforceable for any reason, then that section, clause, or provision, shall be deemed not to form part of this Agreement, but the enforceability and validity of the remainder Terms shall not be affected.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Togethere.

Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Zoe agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Zoe, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

No waiver of by the Company of any term or condition set forth in this Agreement 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 this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement will continue in full force and effect.

Indemnity: You agree to defend, indemnify, and hold the Company, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.

Changes to the App

Togethere strongly recommends checking the Terms of Use periodically. If you disagree with the provisions of the Terms of Use at any time, your sole remedy is to terminate your use of the App and inform us of such termination as described in these Terms. Continued use of the App constitutes agreement to this Agreement. Togethere will communicate material changes to this Agreement by posting the new version of the Agreement on in the App [insert link], or as otherwise determined by Togethere in its sole discretion, or as otherwise required by applicable law, at which time such updated Agreement will be immediately effective.

From time to time and without prior notice to you, we may change, expand, and improve the App. We may also, at any time, cease to continue operating part or all of the App or selectively disable certain features of the App. Your use of the App does not entitle you to the continued provision or availability of the App. Any modification or elimination of the App or any particular features will be done in our sole and absolute discretion and without an ongoing obligation or liability to you.

Questions about this Agreement

If you have any questions or comments about this Agreement, the Terms continue herein, or use of the App, please contact us at Info@Togethere.com.