Terms of Service

ACCEPTANCE OF TERMS

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the IQ Trivia, a Chirpify, Inc. product (“IQ”) social gaming technology platform, brand, website, and any The IQ products, software, data feeds, and services provided on, from or through The IQ platform (collectively, the “Service”). By registering for, accessing, or using the Service, you agree to be legally bound and to abide by these Terms and any policies, guidelines or rules applicable to the Service and posted on the The IQ website, including but not limited to IQ’s Privacy Policy (“Privacy Policy”), which are incorporated herein by reference. You acknowledge that IQ, in its sole discretion, may update or modify these Terms, the Privacy Policy, and/or any other posted policies, guidelines or rules from time to time without notice to you. Your continued use of the Service will be deemed consent and agreement to such updates and/ or modifications. If you do not wish to agree to these Terms, do not use the Service.

DESCRIPTION OF SERVICE

The Service enables a user to participate in a live and interactive social media gaming experience, where users may compete against other users using knowledge and skill to win a prize. A “User” agrees to abide by these Terms, has participated in a game as described below. “Content” includes any video, audio, text, graphics, comment, question, information and other materials you may view on, access through, or submit to the IQ or the Service. Content that is submitted into the Service by a User is also referred to herein as “User Content,” and all other Content of the Service and the IQ website is referred to herein as “IQ Content.”

USER ACCOUNT

1. Eligibility. You may use the Service only if you can form a binding contract with IQ and are not a person barred from receiving the Service or similar services under the laws of the United States or other applicable jurisdictions. If you are accepting these Terms and using the Service on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations
2. Registration. To access and/ or use the Service, you must participate in a social media game and agree to the following in connection therewith:

• As an end User, you must be at least 13 years of age. Accounts registered by “bots” or other automated methods are not permitted.
• You must use a valid social media account (“Registration Data”). You further agree to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete. You acknowledge and agree that if you provide information that is intentionally inaccurate, not current or incomplete in a material way, or if IQ has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete in a material way, IQ has the right to suspend or terminate your account.
• Except as otherwise provided in these Terms, you agree that IQ may provide any and all notices, statements, and other communications to you through posting on the Service.
• You are responsible for all Content posted and activity that occurs under your account.

LIMITED LICENSE

Subject to the terms and restrictions contained in these Terms and applicable law, IQ grants you a limited personal, universe-wide, non-exclusive, non-assignable and non-transferable license to use and display on your user device the Service solely for the purposes expressly identified in these Terms and on the IQ website. You must retain intact all copyright, trademark, proprietary and other notices in these permitted activities. Any unauthorized use, copying, duplication, distribution, transmission, preparation of derivative works, reuse, reproduction, publishing, license, sublicensing, transfer, sale, rental, translation or other use of any Content or the Service without the express permission of IQ or the applicable Content owner or licensor, as the case may be, is expressly forbidden, and you so agree. You acknowledge that you may not sublicense, transfer, sell, rent or assign this license. Any attempt to sublicense, transfer, sell, rent or assign this license is null and void. You agree that unless explicitly stated otherwise, any new products, software, data feeds, services, features, enhancements or additions or deletions to the Service are subject to these Terms. IQ may also impose limits on each your account to certain features or restrict your access to parts of the Service without notice or liability.

SOCIAL MEDIA PLATFORMS

IQ is not affiliated with any social media platform. IQ is not responsible for the user experience, server downtime, features, or functionality controlled by the social media platform in which a User engages in the contest.

IQ CONTENT

The IQ Content on or displayed via the Service, including but not limited to the letters and service marks, IQ logo and trade name, other IQ logos and titles, and registered and unregistered trademarks (“trademark” as used herein includes service marks), is protected under United States copyright, trademark and/or other intellectual property laws. Unauthorized use of the IQ Content may violate applicable copyright, trademark, intellectual property, and other laws (some of which provide criminal remedies). You may not sell or modify the IQ Content or the Service or reproduce, display, distribute, or otherwise use the IQ Content in any way for any unlawful purpose, and are prohibited from adapting the HTML code that IQ creates to generate pages in connection with the IQ website or User interfaces in connection with the Stre.am mobile application. You shall not display, disparage, dilute, or taint our trademarks or use any confusingly similar marks or names, or use our marks in such a way that would misrepresent or cause confusion as to who the proper owner of such mark is.

USER CONTENT

As a User, you may submit User Content to the Service. You shall be solely responsible for your User Content and the consequences of submitting and publishing your User Content on the Service, including re-publication by others. You affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to publish any User Content that you submit, and you grant an irrevocable, paid-in-full, universe-wide, perpetual license to IQ and all other Users the right to use your User Content for any lawful purpose. You further affirm, represent and warrant that the User Content you submit to the Service will not contain any Prohibited Content.

PROHIBITED CONTENT

IQ may remove or block any User Content identified in the Prohibited Content list below as well as any User Content similar to the Prohibited Content list. However, IQ undertakes no obligation to remove or block this User Content. “Prohibited Content” includes, but is not limited to, the following User Content that:

• Contains any third party copyrighted material, or material that is subject to other third party proprietary rights, unless User has permission from the owner of the material or is otherwise legally entitled to post the material and to grant IQ all of the license rights granted herein;
• Contains a virus, Trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
• Solicits any individual under 18 years of age’s personal information;
• Solicits any personal information or passwords from any User for any use;
• Contains offensive subject matter, violence, or nudity including content that exploits anyone in a violent or sexual manner and any content that harasses or promotes harassment of another individual or group;
• Contains content promoting physical harm of any kind against any one person or group;
• Contains offensive contents promoting hatred, racism, bigotry of any kind against any one person or group;
• Provides personal information, to include email addresses, telephone numbers, full names, or physical addresses, without that individual’s expressed consent;
• Contains links to any adult websites;
• Misleading information known to be false;
• Promotes illegal activities, abusive conduct or any other activity deemed to be threatening, libelous, obscene, or defamatory;
• Contains any attempt for “spamming” or unsolicited mass media contact; or
• Promotes unapproved commercial enterprises to include unapproved advertising, criminal activity, instructional information concerning illegal activities, contests, or sweepstakes.

RESTRICTIONS

1. No Illegal Use. You may not use the Service to transmit, distribute, store or destroy any Content (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or © that is defamatory, obscene, threatening, abusive or hateful.
2. Information Security. You are prohibited from violating or attempting to violate the security of any part of the Service, including, without limitation, (a) gaining attempting to gain access to any account, data, Service, or information for which such Users are not authorized, (b) attempting to penetrate a system, network, or application by probing, “phishing,” scanning or testing the vulnerability of the system or network or to breach security or authentication measures without proper authorization, © engaging or attempting to engage in a denial of service attack on any part of the Service for the purposes of causing any part of the Service to become impaired or inoperable, or interfering with the availability of the Service to any User through techniques including without limitation, uploading malicious software (e.g., a virus, worm, Trojan horse, “logic bomb,” etc.), “packet flooding”, “spoofing,” “spamming”, “mailbombing” or “crashing”, (d) sending unsolicited e-mail, including promotions and/or advertising of products or Service, or (e) forging any packet content or any part of any e-mail or posting. Violations of system or network security may result in civil or criminal liability. Any occurrences that may involve such violations are subject to investigation by IQ and law enforcement authorities in prosecuting any User involved in such violations.
3. Specific Prohibited Uses. IQ specifically prohibits any use of the Service, and you agree not to use the Service for, any of the following:

• To take any action that imposes an unreasonable or disproportionately large load on the Service or equipment on which the Service are hosted;
• To attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service;
• To take any action that uses bots, digital or automated services to increase your chance to answer questions correctly;
• To frame or link to the Service or any Content or information relating thereto without prior express written permission from IQ;
• To collect information about other Users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications, or for any other purpose not explicitly authorized by IQ;
• To falsify, conceal, or modify information identifying yourself or another User, including Internet Protocol header information;
• To stalk, threaten, harass or exploit any User or other person, whether in a cyber environment or in the real world;
• To use the Service to solicit or advertise any products or Service without the express prior written consent of IQ;
• To disrupt or conceal any IQ or third party advertisements; or
• To deploy automated systems or scripts to use the Service to include adding users, sending messages/chats, or live streaming.

NOT RESPONSIBLE FOR OFFENSIVE USER CONTENT

IQ is not responsible for screening or monitoring User Content or submissions posted by User(s). IQ takes no responsibility and assumes no liability for any User Content that you or any third party submits or publishes on the Service. If IQ is notified or otherwise becomes aware of any User Content, which allegedly does not conform to these Terms or is abusive, illegal, or disruptive, IQ may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the User Content (“Offensive Content”), suspend any such User’s use of or access to the Service, or disable or discontinue communications with Service via which the particular User submitted the Offensive Content. IQ reserves the right to expel Users to prevent their further access to the Service, or disable or discontinue communications with the Service for violating these Terms or any applicable laws. IQ further reserves the right to remove, erase or overwrite Offensive Content or any information in connection therewith. IQ may take any action at any time with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for IQ, harm any other User or may cause IQ to lose (in whole or in part) the services of its Internet Service Providers (“ISPs”), Application Service Providers (“ASPs”), or other suppliers.

RESERVATION OF RIGHTS

IQ shall have the right, but not the obligation, in its sole discretion, to pre-screen, refuse, move, or delete any User Content that violates these Terms or is otherwise objectionable. IQ also reserves the right, in its sole discretion, to re-post any User Content removed by any User or former User, suspend or terminate User’s right to use the Service at any time, or pursue any other remedy or relief available to IQ under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if IQ is concerned that User may have breached the immediately preceding sentence), or for no reason at all.

Advertisements and Promotions

Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that IQ may place such advertising and promotions on the Service or on, about, or in conjunction with the Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.

RELEASE OF LIABILITY

Because authentication on the Internet is difficult, IQ cannot and does not confirm that each User is who such person claims to be or that their Registration Data is truthful, complete, or accurate. IQ facilitates an exchange of information, which you authorize between/ among you and other Users. You access or use the Service and take any action concerning the transmission of your Registration Data or other User Content as your voluntary action for which you are exclusively responsible. There is always a certain risk when transmitting such information over the Internet or some other public or proprietary network, and you assume such risk by submitting information to the Service and by making or authorizing transmission to others. If you are a California resident, you waive, to the fullest extent permitted by applicable law, 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.” IQ is under no legal obligation to, and generally does not, control the User Content provided by other Users or entities, which is made available through the Service. By its very nature, User] Content posted or communicated by other Users may be offensive, harmful, inaccurate, or incorrect, and in some cases may be mislabeled or deceptively labeled. You agree to use caution and common sense when using or accessing the Service.

WARRANTY DISCLAIMER

YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, IQ EXPRESSLY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, EMPLOYEES AND AGENTS DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO, (1) ANY WARRANTIES OF TITLE INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY AND COMPLETENESS OF THE CONTENT OR THE SERVICE.

IQ MAKES NO WARRANTIES OR REPRESENTATIONS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE AND/OR ANY AND ALL PERSONAL AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT SUBMITTED, POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. IQ DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT IQ IS IN NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL IQ, ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS AFFILIATES, CO-BRANDERS, PARTNERS OR IQ CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT (IN EXCESS OF THE LIMITATION OF LIABILITY HEREINAFTER PROVIDED), INDIRECT OR INCIDENTAL DAMAGES, LOST PROFITS OR DATA, OR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR THE CONTENT, OR INABILITY TO GAIN ACCESS TO OR USE OF SERVICE OR THE CONTENT, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IQ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL IQ’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THREE HUNDRED DOLLARS.

INDEMNITY

You agree, to the fullest extent permitted by applicable law, to forever hold harmless, defend and indemnify IQ, its members, managers, directors, officers, shareholders, other affiliated persons or entities, employees, contractors, co-branders, partners, agents and other Content providers (“Indemnified Parties”) from and against any and all loss, cost, claims, liabilities, damages, disputes, and expenses, including court costs and attorneys’ fees, related to (i) your violation of these Terms or any information, software, files, messages or other Content submitted to or made available on the Service, (ii) your use of and/ or access to the Service, (iii) your violation of any third party right, including without limitation any copyright, property or privacy right, or (iv) any claim that your User Content caused damage to or infringes the intellectual property or privacy or other rights of a third party. The Indemnified Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide defense to the Indemnified Parties in that matter, but shall remain responsible to reimburse IQ and each Indemnified Party for its defense expenses. This section shall survive the termination or cancellation of this Agreement or any termination or suspension of your use of or access to all or any aspect of the Service.

FEES AND PAYMENT

Some of the Service may require payment of fees. All fees are stated in U.S. dollars. User shall pay all applicable fees, as described on the Service in connection with such Service selected by User, and any related taxes or additional charges. All fees are non-refundable unless expressly stated otherwise on the Service. User represents to IQ that User is the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Service. All fee-based Service and virtual goods are provided “AS IS” with no warranties of any kind. IQ may modify and/or eliminate such fee-based Service at its discretion. User understands and agrees that the payment for virtual goods grants User a limited license to use the virtual goods as specified on the Service.

In addition to any other rights granted to IQ herein, IQ reserves the right to suspend or terminate this Agreement and User’s access to the Service if User’s account becomes delinquent. User will be obligated to pay the balance due on account. User agrees that IQ may charge such unpaid fees and charges to User’s credit card. User agrees and acknowledges that IQ has no obligation to retain User Content and that such User Content may be irretrievably deleted if User’s account becomes delinquent. If User fails to comply with payment schedule, User will have 30 days to cure payment delinquency before IQ may exercise the right to suspend or terminate the User’s account.

IQ may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the Service and by sending you email notification. If you do not wish to pay the new prices, you may cancel the Service prior to the change going into effect.

COPYRIGHT POLICY

IQ has adopted the following policy toward copyright infringement with respect to the Service in accordance with the Digital Millennium Copyright Act.

1. Notice of Suspected Copyright Infringement. If you are a copyright owner or agent thereof and believe that Content residing or accessible on the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the IQ’s Designated Person at the address below:

• Identification of the work or material being infringed.
• Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that IQ is capable of finding and verifying its existence.
• Contact information about the notifying party (the “Notifying Party”), including name, address, telephone number and email address.
• A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
• A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner. The Notifying Party’s physical or electronic signature.

After the Designated Person receives notification of an alleged infringement that meets all of the requirements above, IQ shall:

• Disable access to or remove material that it has a reasonable, good faith belief is copyrighted material that has been illegally copied and distributed by any User to the Service.
• IQ will then immediately notify the User responsible for the allegedly infringing material (“Offending User”) that it has removed or disabled access to the material.
• IQ reserves the right, at its discretion, to immediately terminate the account of any User who is the subject of repeated takedown notices.

1. Counter-Notice. If you believe that your User Content was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Designated Person:

• Your physical or electronic signature;
• Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or misidentification of the User Content; and
• Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Charleston, Oregon, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
• Upon receipt of a counter-notice, IQ may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at IQ’s sole discretion.

1. Designated Person.

Attn: Legal Department
IQ, a Chirpify, Inc. Product
317 SW Alder St. suite 1100
Portland, OR 97204
Email: legal@iqtrivia.live

GENERAL PROVISIONS

This Agreement is governed by the laws of Oregon and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Oregon. This Agreement with IQ in connection herewith, constitutes the entire agreement between you and IQ with regard to its subject matter, supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between you and IQ, whether oral or written, and there are no other agreements, representations, warranties, or commitments which may be relied upon by either party. Neither you nor IQ shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or similar force majeure events. If a court of competent jurisdiction finds any provision hereof invalid or unenforceable, that provision will either be amended to achieve as nearly as possible the intent of the parties, or if amendment is not possible the offending provision shall be deemed struck, and the remainder of this Agreement will remain in full force and effect. The captions and headings in this Agreement are for convenience only and shall not affect the construction and interpretation of any provision of this Agreement.

ARBITRATION

The parties agree that any claim, dispute, or controversy arising out of or relating to the terms and conditions of this Agreement, that cannot otherwise be resolved in good-faith negotiations, shall be resolved in accordance with Oregon’s Uniform Arbitration Act. The parties shall mutually agree on the selection of one arbitrator who is unrelated to either party. All arbitration proceedings shall take place in the Portland, Oregon area. The arbitrator’s costs shall be borne equally by both parties, and each party will be responsible for its own costs associated with preparation, discovery, and additional expenses to prosecute or defend an arbitration claim. The prevailing party in the arbitration proceeding will be entitled to recover its reasonable costs and attorney’s fees, in addition to any other relief granted as determined by the arbitrator. The arbitrator shall be bound by the express sections of this Agreement in deciding any arbitration claim. The arbitrator’s decision shall be final.