End User License Agreement
Revised April 15, 2022
Thank you for joining the Distractive Media Network. When you use our products and services, you'reagreeing to our terms, so please take a few minutes to read over the User Agreement and Privacy Policies herein.
1. Introduction
About us and this agreement
We are lifestyle technology company
A. Purpose
The mission of Distractive Media is to smartly connect events, venues and retailers with targeted consumers to enable all of them to benefit greatly and that engagement is more productive and successful.To achieve our mission, we make services available through our varying wirelessnetworks including cellular, Wi-Fi, Bluetooth, website, cameras, projectors, mobileapplications, posts, blogs and developer platform, to help you, your connections, and millions of other consumers meet, exchange ideas, learn, make deals, find opportunities or employees, work, and make decisions in a networkof trusted relationships and groups.
When you use Distractive Media, you are entering into a legal agreement and you agree to all of these terms herein.
You also agree to our Privacy Policy, which covers how we collect, use, share and store your personal information.
B. Scope and Intent
You agree that by registering on DistractiveMedia, or by using our website, including our mobile applications, developerplatform, premium services, or other information provided as part of theDistractive Media services (collectively “Distractive Media” or the“Services”), you are entering into a legally binding agreement with DistractiveMedia Corporation, 1439 W. Chapman Ave, Orange, California 92868, USA if youreside in the United States (“we,” “us,” “our,” and “Distractive Media”) basedon the terms of this Distractive Media User Agreement and the Distractive MediaPrivacy Policy, which is hereby incorporated by reference (collectivelyreferred to as the “Agreement”) and become a Distractive Media member(“Member”). If you are using Distractive Media on behalf of a company or otherlegal entity, you are nevertheless individually bound by this Agreement even ifyour company has a separate agreement with us. If you do not want to register an account and become a Distractive Media Member, do not enter this Agreement,do NOT click “Login”, “Join Now” or “Accept“ or other designation, anddo not access, view, download or otherwise use any Distractive Media webpage,mobile apps, information or services. By clicking “Login”, “Join Now” or“Accept” (“Join Distractive Media” or similar), you actively acknowledge thatyou have read and understood the terms and conditions of this Agreement andthat you agree to be bound by all its provisions. By clicking “Join Now,” youalso consent to use electronic signatures and acknowledge your click of the“Login”, “Join Now” or “Accept “button as one. Please note that the DistractiveMedia User Agreement and Privacy Policy are also collectively referred to as Distractive Media’s “Terms of Service.”
You are eligible to enter into this contract and you are at least our “Minimum Age”
The information you provide is truthful.
2. Your Obligations
Some promises you make to us in this agreement:
You will follow the law and Distractive Media’s rules.
A. Applicable laws and this Agreement
You must comply with all applicable laws and this Agreement, as may be amended from time to time with or without notice, and the policies and processes explained in the following sections:
You grant us an irrevocable license to the information you provide us.
B. License and warranty for your submissions to Distractive Media
Distractive Media owns the all information and content you provideDistractive Media through its network under this Agreement, and may request itsdeletion at any time, unless the information or content has been shared withothers and they have not deleted it, or it was copied or stored by other users.Additionally, you grant Distractive Media a nonexclusive, irrevocable, worldwide,perpetual, unlimited, assignable, sub-licensable, fully paid up androyalty-free right to us to copy, prepare derivative works of, improve,distribute, publish, remove, retain indefinitely, add, process, analyze, useand commercialize, sell or use in any way now known or in the futurediscovered, any information you provide, directly or indirectly to DistractiveMedia, including, but not limited to, any user generated content, ideas,concepts, telephone numbers, email accounts, techniques and/or data to theservices, you submit to Distractive Media, without any further consent, noticeand/or compensation to you or to any third-parties. Any information you submitto us is at your own risk of loss. Distractive Media may stream or live stream all or any portionor part of activity you are present or participate. You are explicitly not entitled any paymentbase on any revenue or subscription. Forclarity, Distractive Media exclusively reserves the right to retain allrevenues derived from the service, YouTube or any streaming service, includingany revenues relating to ads on search result pages. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is true andaccurate, not confidential, and not in violation of any contractual restrictions or other third-party rights. It is your responsibility to keep your Distractive Media profile information accurate and updated.
You are eligible to enter into this contract andyou are at least our “Minimum Age”
The information you provide is truthful.
C. Service Eligibility
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are the “MinimumAge” (defined below) or older; (2) are not currently restricted from theServices, or not otherwise prohibited from having a Distractive Media account,(3) are not a competitor of Distractive Media or are not using the Services forreasons that are in competition with Distractive Media; (4) will only maintainone Distractive Media account at any given time; (5) will use your real nameand only provide accurate information to Distractive Media; (6) have full powerand authority to enter into this Agreement and doing so will not violate anyother agreement to which you are a party; (7) will not violate any rights ofDistractive Media or third-party, including intellectual property rights suchas copyright or trademark rights; and (8) agree to provide at your cost allequipment, software, mobile access, and internet access necessary to use theServices.
“Minimum Age” means, depending upon State, 18years old.
You will keep your password a secret.
You will not share an account with anyone else.
You will not copy or transfer any part of the Service.
D. Your Membership
The profile you create on Distractive Media willbecome part of Distractive Media and except for the information that youlicense to us is owned by Distractive Media. However, between you and others,your account belongs to you. You agree to: (1) keep your password secure andconfidential; (2) not permit others to use your account; (3) not use other’saccounts; (4) not sell, trade, or transfer your Distractive Media account toanother party; and (5) not charge anyone for access to any portion ofDistractive Media, or any information therein. Further, you are responsible foranything that happens through your account until you close your account orprove that your account security was compromised due to no fault of your own.To close your account, please visit Distractive Media’s Help Center at info@distractivemedia.com .
You will pay us for any losses that you cause.
E. Indemnification
You agree to indemnify us and hold us harmlessfor any and all damages, losses and costs (including, but not limited to,reasonable attorneys’ fees and costs) related to all third-party claims,charges, and investigations, caused by (1) your failure to comply with thisAgreement, including, without limitation, your submission of content thatviolates third-party rights or applicable laws, (2) any content you submit tothe Services, and (3) any activity in which you engage on or throughDistractive Media.
You will honor your payment obligations and youare okay with us storing your payment information. Also, there can be fees andtaxes that are added to our prices.
We don't guaranty anything and never refund anypayments.
F. Payment
If you purchase any services that we offer for afee, either on a one-time or subscription basis (“Premium Services”), you agreeto Distractive Media storing your payment information. You also agree to paythe applicable fees for the Premium Services (including, without limitation,periodic fees for premium accounts, Internet access) as they become due plusall related taxes, and to reimburse us for all collection costs and interestfor any overdue amounts. Failure to pay may result in the termination of yoursubscription. Depending on where you transact with us, the type of paymentmethod used and where your payment method was issued, your transaction with usmay be subject to foreign exchange fees or differences in prices, includingbecause of exchange rates. Distractive Media does not support all paymentmethods, currencies or locations for payment. If a Distractive Mediasubscription service exists, your obligation to pay fees continues through theend of the subscription period during which you cancel your subscription. Allapplicable taxes are calculated based on the billing information you provide usat the time of purchase. You may cancel or suspend your Premium Services here.Distractive Media’s refund policy is explained here. We do not guaranteerefunds for lack of usage or dissatisfaction. You also acknowledge thatDistractive Media’s Premium Services are subject to this Agreement and anyadditional terms related to the provision of the Premium Service. Additionally,if you require a printed invoice for your transaction with us, you may accessit through your Distractive Media account settings under “Purchase History.”request one by contacting our Customer Support.
If you think you must breach this agreement youmust let us know beforehand in writing.
G. Notify us of acts contrary to the Agreement
If you believe that you are entitled orobligated to act contrary to this Agreement under any mandatory law, you agreeto provide us with detailed and substantiated explanation of your reasons inwriting at least 30 days before you act contrary to this Agreement, to allow usto assess whether we may, at our sole discretion, provide an alternative remedyfor the situation, though we are under no obligation to do so. Failure toproperly notify Distractive Media of the potential conflict may limit oreliminate your rights.
You are okay with us providing you withimportant notices on the website, mobile apps, telephone calls, texts, posts oremails for commercial and non-commercial purposes. You hereby explicitly grant DistractiveMedia the right to contact you via website, mobile apps, telephone calls,texts, posts or emails for commercial and non-commercial purposes withoutrestriction.
The contact information you provide must beaccurate or you may not receive important notices. Failing to supply accurate information is groundsfor Distractive Media to terminate, at its sole discretion, your service.
H. Notifications and Service Messages
For purposes of service messages and noticesabout the Services, Distractive Media may place a banner notice across itspages to alert you to certain changes such as modifications to this Agreement.Alternatively, notice may consist of an email from Distractive Media to anemail address associated with your account, even if we have other contactinformation. You also agree that Distractive Media may communicate with youthrough your Distractive Media account or through other means including email,mobile number, telephone, mobile app, network, or delivery services includingthe postal service about your Distractive Media account or services associatedwith Distractive Media. Please review your Settings to control what kind ofmessages you receive from Distractive Media. You acknowledge and agree that weshall have no liability associated with or arising from your failure to do somaintain accurate contact or other information, including, but not limited to,your failure to receive critical information about the Service.
This Agreement applies to mobile applications aswell that you have, or are currently using. Also, you agree certain additionalinformation can be shared to Distractive Media such as specific informationregarding you or metadata.
I. Distractive Media Applications
Distractive Media may offer the Services throughapplications built using Distractive Media’s platform (“Distractive MediaApplications”). Examples of Distractive Media Applications include its smartphone applications (Distractive Media for Android, Distractive Media forBlackberry or Distractive Media for iPhone, Distractive Media for Windows), andDistractive Media’s “Share” buttons and other interactive plugins distributedon websites across the web. Distractive Media Applications are distinct from third-partyPlatform Applications addressed in Section 4.B. If you use a Distractive MediaApplication or interact with a website that has deployed a plugin, you agreethat information about you and your use of the Services, including, but notlimited to, your device, your mobile carrier, your internet access provider,your physical location, or web pages or mobile apps containing DistractiveMedia plugins that load in your browser may be communicated to us. Further, byimporting any of your Distractive Media data through the Distractive MediaApplication, you represent that you have authority to share the transferreddata with your mobile carrier or other access provider. In the event, youchange or deactivate your mobile account, you must promptly update yourDistractive Media account information to ensure that your messages are not sentto the person that acquires your old number and failure to do so is yourresponsibility. You acknowledge you are responsible for all charges andnecessary permissions related to accessing Distractive Media through yourmobile access provider. Therefore, you should check with your provider to findout if the Services are available and the terms for these services for yourspecific mobile devices. Finally, by using any downloadable application toenable your use of the Services, you are explicitly confirming your acceptanceof the terms of the End User License Agreement associated with the applicationprovided at download or installation, or as may be updated from time to time.
When you share information, others can or may see,copy and use that information.
J. User-to-User Communication and Sharing(Distractive Media Groups, Answers, Updates, Group Texts, Venue Texts, CompanyPages, etc.)
Distractive Media offers various forums such asDistractive Media Groups, Answers, and Network Updates, where you can post yourobservations and comments on designated topics. Distractive Media also enablessharing of information by allowing users to post updates, including links tonews articles and other information such as job opportunities, productrecommendations, and other content to their profile and other parts of thesite, such as Distractive Media Groups and Distractive Media Company Pages.Distractive Media members can create Distractive Media Groups and Company Pagesfor free, however, Distractive Media, in its sole discretion, may close ortransfer Distractive Media Groups or Company Pages, or remove content from themif the content violates this Agreement or others’ intellectual property rights.Please note that ideas you post and information you share may be seen and used byother Members, and Distractive Media cannot guarantee that other Members willnot use the ideas and information that you share on Distractive Media.Therefore, if you have an idea or information that you would like to keepconfidential or don’t want others to use, or that is subject to third-partyrights that may be infringed by your sharing it, do not post it to anyDistractive Media Group, into your Network Updates, or elsewhere on DistractiveMedia. DISTRACTIVE MEDIA IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE ORMISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON OR THROUGH DISTRACTIVEMEDIA.
You are okay with us collecting, using, storing,and disclosing information about you in keeping with our Privacy Policy.
K. Privacy
You should carefully read our full PrivacyPolicy before using Distractive Media as it is hereby incorporated into thisAgreement by reference, and governs our treatment of any and all information,including personally identifiable information you submit to us. Please notethat certain information, statements, data, and content (such as photographs,documents, video, music) which you may submit to Distractive Media, or groupsyou choose to join might, or are likely to, reveal your gender, ethnic origin,nationality, age, and/or other personal information about you. You acknowledgethat your submission of any information, statements, data, and content to us isvoluntary on your part and that Distractive Media may process such information,within the terms of the Privacy Policy.
You won’t break export laws.
L. Export Control
Your use of Distractive Media services,including our software, is subject to export and re-export control laws andregulations, including the Export Administration Regulations (“EAR”) maintainedby the United States Department of Commerce and sanctions programs maintainedby the Treasury Department's Office of Foreign Assets Control. You shall not —directly or indirectly — sell, export, re-export, transfer, divert, orotherwise dispose of any software or service to any end-user without obtainingthe required authorizations from the appropriate government authorities. Youalso warrant that you are not prohibited from receiving US origin products,including services or software.
If you provide feedback to Distractive Media,make sure you don’t include confidential or infringing materials, and you grantDistractive Media rights to such feedback without reservation.
M. Contributions to Distractive Media
By submitting ideas, suggestions, documents, orproposals ("Contributions") to Distractive Media through itssuggestion or feedback webpages, you acknowledge and agree that: (a) yourContributions do not contain confidential or proprietary information; (b)Distractive Media is not under any obligation of confidentiality, express orimplied, with respect to the Contributions; (c) Distractive Media shall beentitled to use or disclose (or choose not to use or disclose) suchContributions for any purpose, in any way, in any media worldwide; (d)Distractive Media may have something similar to the Contributions already underconsideration or in development; (e) you irrevocably non-exclusively license toDistractive Media rights to exploit your Contributions; and (f) you are notentitled to any compensation or reimbursement of any kind from DistractiveMedia under any circumstances.
3. Your Rights
If you follow this agreement, we grant you alimited right to use Distractive Media. You will only access and useDistractive Media in the way this agreement allows you and as its purpose wasdesigned.
On the condition that you comply with all yourobligations under this Agreement, including, but not limited to, the Do’s andDon’ts listed in Section 10, we grant you a limited, revocable, nonexclusive,non-assignable, non-sub-licensable license and right to access the Services,through a generally available web browser, mobile device or Distractive Mediaauthorized application (but not through scraping, spidering, crawling or othertechnology or software used to access data without the express written consentof Distractive Media or its Members), view information and use the Servicesthat we provide on Distractive Media webpages and in accordance with thisAgreement. Any other use of Distractive Media contrary to our mission andpurpose (such as seeking to connect to someone you do not know or trust, or touse information gathered from Distractive Media commercially unless expresslyauthorized by Distractive Media) is strictly prohibited and a violation of thisAgreement. We reserve all rights not expressly granted in this Agreement,including, without limitation, title, ownership, intellectual property rights,and all other rights and interest in Distractive Media and all related items,including any and all copies made of or through the Distractive Media website andservice.
4. Our Rights &Obligations
We may change or discontinue Services, and insuch case, we do not promise one way or another to keep showing or storing yourinformation and materials.
A. Services Availability
For as long as Distractive Media continues tooffer the Services, Distractive Media shall provide and seek to update, improveand expand the Services. Thus, we allow you to access Distractive Media as itmay exist and be available on any given day and we have no other obligations,except as expressly stated in this Agreement. We may modify, replace, refuseaccess to, suspend or discontinue Distractive Media, partially or entirely, orchange and modify prices for all or part of the Services for you or for all ourMembers in our sole discretion. These changes shall be effective upon theirposting on Distractive Media or by direct communication to you unless otherwisenoted. Distractive Media further reserves the right to withhold, remove ordiscard any content available as part of your account, with or without noticeif deemed by Distractive Media to be contrary to this Agreement. For avoidanceof doubt, Distractive Media has no obligation to store, maintain or provide youa copy of any content that you or other Members provide when using the Services.
Third-parties may offer their own products andservices through Distractive Media, and Distractive Media is not responsible inany way for these third-party activities or its merchantability.
B. Third-party-Sites and Developers
Distractive Media may include links to third-partyweb sites (“Third-party Sites”) on www.distractivemedia.com, www.getdistractive.com , mobileapps, or other developer sites, and elsewhere. Distractive Media also enables third-partydevelopers (“Platform Developers”) to create applications (“PlatformApplications”) that provide features and functionality using data and developertools made available by Distractive Media through its developer platform. Youare responsible for evaluating whether you want to access or use a Third-PartySite or Platform Application. You should review any applicable terms or privacypolicy of a Third-Party Site or Platform Application before using it or sharingany information with it, because you may give the third-party permission to useyour information in ways we would not. Distractive Media is not responsible forand does not endorse any features, content, advertising, products or othermaterials on or available from Third-party Sites or Platform Applications.Distractive Media also does not screen, audit, or endorse PlatformApplications. Accordingly, if you decide to use Third-party Sites or usePlatform Applications, you do so at your own risk and agree that your use ofany Platform Application is on an “as-is” basis without any warranty as to thePlatform Developer’s actions, and that this Agreement does not apply to youruse of any Third-Party Site or Developer Application. Please note: If you allowa Platform Application or Third-Party Site to authenticate you or connect withyour Distractive Media account, that application or website can accessinformation on Distractive Media related to you and your connections. Foradditional information regarding Platform Developers and Platform Applications,please refer to Distractive Media’s Privacy Policy.
You agree that we can fully use, store and shareinformation about you as permitted in our Privacy Policy.
C. Disclosure of User Information
You acknowledge, fully consent and agree that wemay access, preserve, and disclose your registration and any other informationyou provide in accordance with the terms of the Privacy Policy if required todo so by law or in a good faith belief that such access preservation ordisclosure is reasonably necessary in our opinion to: (1) comply with legalprocess, including, but not limited to, civil and criminal subpoenas, courtorders or other compulsory disclosures; (2) enforce this Agreement; (3) respondto claims of a violation of the rights of third-parties, whether or not the third-partyis a Member, individual, or government agency; (4) respond to customer serviceinquiries; or (5) protect the rights, property, or personal safety ofDistractive Media, our Members or the public. Disclosures of Member informationto third-parties other than those required to provide customer support,administer this agreement, or comply with legal requirements are addressed inthe Privacy Policy.
Distractive Media is an opt-in system.
Your contact or user information is subject to arigorous qualification process. Distractive Media herein fully discloses its intent and purpose tocollect your contact information and you hereby agree to allow DistractiveMedia and/or its Affiliates to send messages to you even beyond the duration ofactive service. Specifically, by pressingthe “Join Now” or “Accept “button and/or using this service, you hereby agreethat Distractive Media has your irrevocable prior expressed full consent tosend text, voice messages, calls via automatic telephone dialing system oremail transmission to you for solicitation purposes. Your digital consent ishereby recorded and obtained in compliance with the E-SIGN Act via use of thisservice, e-mail, website form, mobile app capture, text message, telephone keypress, or voice recording. User information collected using Mobile Keyword,Online Sign-Up Page, eOSP, Facebook Widget, and other features that requireyour voluntary action of sign-up, our system keeps each subscriber action as“written proof”.
Distractive Media implemented this process toensure an elevated user experience, help maintain best practices privacypolicies and comply with various laws and regulations including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, EU General Data Protection Regulation (EU-GDPR) and CTIA. This certification process stated aboveensures full compliance as the laws and regulations. You can find more information on the E-SignAct at: http://www.gpo.gov/fdsys/pkg/PLAW-106publ229/pdf/PLAW-106publ229.pdf
We have the right to limit the connections andinteractions on the Service.
D. Connections and Interactions with otherMembers
You are solely responsible for your interactionswith other Members. Distractive Media may limit the number of connections youmay have to other Members and may, in certain circumstances, prohibit you fromcontacting other Users through use of the Services or otherwise limit your useof the Services at Distractive Media’s sole discretion. Distractive Mediareserves the right, but has no obligation, to monitor disputes between you andother members and to restrict, suspend, or close your account if DistractiveMedia determines, in its sole discretion, that doing so is necessary to enforcethis Agreement.
We are providing you notice about ourintellectual property rights.
E. Intellectual Property Notices
The Service includes the copyrights andIntellectual property rights of Distractive Media and except for the limitedlicense granted to you in Section 3, Distractive Media reserves all itsintellectual property rights in the Service. Distractive Media, the DistractiveMedia and “d” logos and other Distractive Media trademarks, service marks,graphics, and logos used with Distractive Media are trademarks or registeredtrademarks of Distractive Media in the U.S. and/or other countries. Othertrademarks and logos used with Distractive Media may be the trademarks of theirrespective owners. In no way does this Agreement grant you any right or licensewith respect to any such trademarks and logos.
5. Disclaimer
We disclaim any legal liability for the quality,safety or reliability of Distractive Media.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOWTHE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THECONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON DISTRACTIVE MEDIAOR ITS SUPPLIERS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THEPLATFORM FOR DISTRACTIVE MEDIA AND ALL INFORMATION AND SERVICES ON AN “AS IS”AND “AS AVAILABLE” BASIS. DISTRACTIVE MEDIA DOES NOT CONTROL OR VET USERGENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES ORREPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW,DISTRACTIVE MEDIA AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES ANDREPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, ANDNONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY DISTRACTIVE MEDIA ORANYTHING RELATED TO DISTRACTIVE MEDIA, YOU MAY CLOSE YOUR DISTRACTIVE MEDIAACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7(“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.DISTRACTIVE MEDIA IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS ORWARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OF ANSWERS ORTRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH DISTRACTIVEMEDIA TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OFTHE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD-PARTIES. ANY MATERIAL,SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TOINTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD-PARTIES WHO HAVE LICENSED SUCHMATERIAL, SERVICE, OR TECHNOLOGY TO US. DISTRACTIVE MEDIA DOES NOT HAVE ANYOBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES,NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHERUSERS OF THE COMMUNITY; THEREFORE, DISTRACTIVE MEDIA DISCLAIMS ALL LIABILITYFOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BYOTHERS. DISTRACTIVE MEDIA DOES NOT GUARANTEE ANY IMPLIED OR EXPLICITY LEVEL OFQUALITY OF SERVICE; THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUTINTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THESERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORKFAILURES. DISTRACTIVE MEDIA DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANYSUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, DISTRACTIVE MEDIADISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, ORPOOR USE CONDITIONS OF THE DISTRACTIVE MEDIA SITE DUE TO INAPPROPRIATEEQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THESATURATION OF THE INTERNET NETWORK, THE WIRELESS NETWORKS AND FOR ANY OTHERREASON. AT DISTRACTIVE MEDIA’S SOLE DESCRETION; ANY OFFERING OR BENEFIT MAY BECANCELED, EXPIRE OR BE REVOKED BY DISTRACTIVE MEDIA WITHOUT NOTICE, AT ANY TIMEAND WITH NO LIABILITY OR RECOUSE TO MEMBER.
6. Limitation ofLiability
We are trying to limit any legal liabilityDistractive Media may have to you.
LIMITATION OF LIABILITY. SOME COUNTRIES DO NOTALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS ANDAS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. You herein agreewithout reservation that neither Distractive Media nor any of our subsidiaries,affiliated companies, suppliers, employees, shareholders, partners or directors(“Distractive Media Affiliates”) shall be cumulatively or individually liablefor (a) any damages in excess of five times the most recent fee that you paidfor a Premium Service, if any, or USD $100, whichever amount is less, or (b)any special, incidental, indirect, punitive or consequential damages or loss ofuse, profit, revenue or data to you or any third person arising from your useof the Service, any Platform Applications or any of the content or othermaterials on, accessed through or downloaded from Distractive Media. Thislimitation of liability is part of the basis of the bargain between the partiesand without it the terms and prices charged would be different. This limitationof liability shall:
7. Termination
We can each end this agreement anytime we want.
A. Mutual rights of termination
You may terminate this Agreement, for any or noreason, at any time, with notice to Distractive Media pursuant to Section 9.C.This notice will be effective upon Distractive Media processing your notice.Distractive Media may terminate this Agreement and your account for any reasonor no reason, at any time, at its sole discretion with or without notice. Thiscancellation shall be effective immediately or as may be specified in thenotice. For avoidance of doubt, only Distractive Media or the party paying forthe services may terminate your access to any Premium Services. Termination ofyour Distractive Media account includes disabling your access to DistractiveMedia and may also bar you from any future use of Distractive Media.
B. Misuse of the Services
Distractive Media may restrict, suspend orterminate the account of any Member at any time and for any reason DistractiveMedia choses. Distractive Media may restrict, suspend or terminate the accountof any Member who abuses or misuses the Services. Misuse of the Servicesincludes inviting other Members with whom you do not know to connect; abusingthe Distractive Media messaging services; creating multiple or false profiles;using the Services commercially without Distractive Media’s authorization,infringing any intellectual property rights, violating any of the Do’s andDon’ts listed in Section 10, or any other behavior that Distractive Media, inits sole discretion, deems contrary to its purpose. In addition, and withoutlimiting the foregoing, Distractive Media has adopted a policy of terminatingaccounts of Members who, in Distractive Media’s sole discretion, are deemed tobe repeat infringers under the United States Copyright Act.
C. Effect of Termination
Upon termination of your Distractive Media account,you lose access to the Services. The terms of this Agreement shall survive anytermination, except Section 3 (“Your Rights”) and Sections 4(a) (b) and (d)(“Our Rights and Obligations”).
8. Dispute Resolution
In the unlikely event, we end up in a legaldispute, it will take place in Nevada courts, applying Nevada law.
A. Law and Forum for Legal Disputes
This Agreement or any claim, cause of action ordispute (“claim”) arising out of or related to this Agreement shall be governedby the laws of the state of Nevada regardless of your country of origin orwhere you access Distractive Media, and notwithstanding of any conflicts of lawprinciples and the United Nations Convention for the International Sale ofGoods. You and Distractive Media agree that all claims arising out of orrelated to this Agreement must be resolved exclusively by a state or federal courtlocated in Clark County, Nevada, except as otherwise agreed by the parties oras described in the Arbitration Option paragraph below. You and DistractiveMedia agree to submit to the personal jurisdiction of the courts located withinClark County, Nevada for the purpose of litigating all such claims.Notwithstanding the above, you agree that Distractive Media shall still beallowed to apply for injunctive remedies (or an equivalent type of urgent legalrelief) in any jurisdiction.
Each of us will have the right to choosearbitration.
B. Arbitration Option
For any claim (excluding claims for injunctiveor other equitable relief) where the total amount of the award sought is lessthan $10,000, the party requesting relief may elect to resolve the dispute in acost-effective manner through binding non-appearance-based arbitration. In theevent a party elects arbitration, they shall initiate such arbitration throughan established alternative dispute resolution (“ADR”) provider mutually agreedupon by the parties. The ADR provider and the parties must comply with thefollowing rules: (a) the arbitration shall be conducted by telephone, onlineand/or be solely based on written submissions, the specific manner shall bechosen by the party initiating the arbitration; (b) the arbitration shall notinvolve any personal appearance by the parties or witnesses unless otherwisemutually agreed by the parties; and (c) any judgment on the award rendered bythe arbitrator shall be final and may be entered in any court of competentjurisdiction.
9. General Terms
Important details about how to read theagreement.
A. Severability
If any provision of this Agreement is found by acourt of competent jurisdiction or arbitrator to be illegal, void, orunenforceable, the unenforceable provision will be modified so as to render itenforceable and effective to the maximum extent possible in order to effect theintention of the provision; if a court or arbitrator finds the modifiedprovision invalid, illegal, void or unenforceable, the validity, legality andenforceability of the remaining provisions of this Agreement will not beaffected in any way.
B. Language
Where Distractive Media has provided you with atranslation of the English language version of this Agreement, the Privacy Policy,or any other documentation, you agree that the translation is provided for yourconvenience only and that the English language versions of this Agreement, thePrivacy Policy, and any other documentation, including additional terms ofservice for Premium Services, will govern your relationship with DistractiveMedia.
C. Notices and Service of Process
In addition to Section 2.h. (“Notices andService Messages”), we may notify you via postings on www.distractivemedia.com . You may contact us only via mail or thirdparty courier at: Distractive Media Corporation ATTN: Legal Department 1439 W.Chapman Ave, Orange, California 92868 USA and as such, said notice will only beconsidered received if signed by a current officer of the corporation.Additionally, Distractive Media does not receive service of process at thisaddress. Any notices that you provide without compliance with this section shallhave no legal effect and shall not be considered constructive notice.
D. Entire Agreement
You agree that this Agreement constitutes theentire, complete and exclusive agreement between you and Distractive Mediaregarding the Services and supersedes all prior agreements and understandings,whether written or oral, or whether established by custom, practice, policy orprecedent, with respect to the subject matter of this Agreement. You also maybe subject to additional terms and conditions that may apply when you use orpurchase certain other Distractive Media services, third-party content or third-partysoftware.
E. Amendments to this Agreement
We reserve the right to modify, supplement orreplace the terms of this Agreement, effective upon posting at www.distractivemedia.com ornotifying you otherwise. For example, we may present a banner on the Serviceswhen we have amended this Agreement or the Privacy Policy so that you mayaccess and review the changes prior to your continued use of the site. If youdo not want to agree to changes to this Agreement, you can terminate thisAgreement at any time per Section 7 (Termination).
F. No informal waivers, agreements orrepresentations
Our failure to act with respect to a breach ofthis Agreement by you or others does not waive our right to act with respect tothat breach or subsequent similar or other breaches. Except as expressly andspecifically contemplated by the Agreement, no representations, statements,consents, waivers or other acts or omissions by any Distractive Media Affiliateshall be deemed legally binding on any Distractive Media Affiliate, unlessdocumented in a physical writing hand signed by a duly appointed officer ofDistractive Media.
You waive your rights to try to stop DistractiveMedia, but we don’t waive our rights to ask a court to stop your actions.
G. No Injunctive Relief
In no event shall you seek or be entitled torescission, injunctive or other equitable relief, or to enjoin or restrain theoperation of the Service, exploitation of any advertising or other materialsissued in connection therewith, or exploitation of the Services or any contentor other material used or displayed through the Services.
H. Beneficiaries
Entities other than Distractive MediaCorporation that Distractive Media Corporation owns a 50% or greater interestin (“Affiliate”) are not parties, but intended third-party beneficiaries ofthis Agreement, with a right to enforce this Agreement directly against you.
You can’t assign your rights under thisagreement, but we can.
I. Assignment and Delegation
You may not assign or delegate any rights orobligations under the Agreement. Any purported assignment and delegation shallbe ineffective. We may freely assign or delegate all rights and obligationsunder the Agreement, fully or partially without notice to you. We may alsosubstitute, by way of unilateral novation, effective upon notice to you,Distractive Media Corporation for any third-party that assumes our rights andobligations under this Agreement.
J. Potential Other Rights and Obligations
You may have rights or obligations under locallaw other than those enumerated here if you are located outside the UnitedStates.
10. Distractive Media“DOs” and “DON’Ts.”
As a condition to access Distractive Media, youagree to this User Agreement and to strictly observe the following DOs andDON’Ts:
Here’s a list of some of the specific things weask you to do and not do on Distractive Media. If you want a high-level summaryof these, please check out our Community Guidelines
A. Do undertake the following:
Comply with all applicable laws, including,without limitation, privacy laws, intellectual property laws, export controllaws, tax laws, and regulatory requirements;
1. Provide accurate information to us and update itas necessary;
2. Review and comply with our Privacy Policy;
3. Review and comply with notices sent byDistractive Media concerning the Services;
4. Use the Services in a professional manner; and
5. Use your real name on your profile.
B. Don’t undertake the following:
1. Act dishonestly or unprofessionally by engagingin unprofessional behavior by posting inappropriate, inaccurate, orobjectionable content to Distractive Media;
2. Publish inaccurate information in the designatedfields on the profile form (e.g., do not include a link or an email address inthe name field). Please also protect sensitive personal information such asyour email address, phone number, street address, or other information that maybe considered confidential in nature;
3. Create a Member profile for anyone other than anatural person;
4. Harass, abuse or harm another person, includingsending unwelcomed communications to others using Distractive Media;
5. Invite people you do not know to join yournetwork;
6. Upload a profile image that is not your likenessor a head-shot photo;
7. Use or attempt to use another's account orcreate a false identity on Distractive Media;
8. Upload, post, email, transmit or otherwise makeavailable or initiate any content that:
a. Falsely states, impersonates or otherwisemisrepresents your identity, including but not limited to the use of apseudonym, or misrepresenting your current or previous positions andqualifications, or misrepresents your affiliations with a person or entity,past or present;
b. Is unlawful, libelous, abusive, obscene,discriminatory or otherwise objectionable;
c. Adds to a content field content that is notintended for such field (e.g. submitting a telephone number in the “title” orany other field, or including telephone numbers, email addresses, streetaddresses or any personally identifiable information for which there is not afield provided by Distractive Media);
d. Includes information that you do not have theright to disclose or make available under any law or under contractual orfiduciary relationships (such as insider information, or proprietary andconfidential information learned or disclosed as part of employmentrelationships or under nondisclosure agreements);
e. Infringes upon patents, trademarks, tradesecrets, copyrights or other proprietary rights;
f. Includes any unsolicited or unauthorizedadvertising, promotional materials, “junk mail,” “spam,” “chain letters,”“pyramid schemes,” or any other form of solicitation. This prohibition includesbut is not limited to (a) using Distractive Media invitations to send messagesto people who don’t know you or who are unlikely to recognize you as a knowncontact; (b) using Distractive Media to connect to people who don’t know youand then sending unsolicited promotional messages to those direct connectionswithout their permission; and (c) sending messages to distribution lists,newsgroup aliases, or group aliases;
g. Contains software viruses, worms, or any othercomputer code, files or programs that interrupt, destroy or limit thefunctionality of any computer software or hardware or telecommunicationsequipment of Distractive Media or any user of Distractive Media;
h. Forges headers or otherwise manipulateidentifiers in order to disguise the origin of any communication transmittedthrough the Services; or
i. Even if it is legal where you are located,create profiles or provide content that promotes escort services orprostitution.
Participate, directly or indirectly, in thesetting up or development of a network that seeks to implement practices thatare similar to sales by network or the recruitment of independent homesalespeople for the purposes of creating a pyramid scheme or other similarpractices;
Duplicate, license, sublicense, publish, broadcast,transmit, distribute, perform, display, sell, rebrand, or otherwise transferinformation found on Distractive Media (excluding content posted by you) exceptas permitted in this Agreement, Distractive Media’s developer terms andpolicies, or as expressly authorized by Distractive Media;
Reverse engineer, decompile, disassemble,decipher or otherwise attempt to derive the source code for any underlyingintellectual property used to provide the Services, or any part thereof;
Utilize or copy information, content or any datayou view on or obtain from Distractive Media to provide any service that iscompetitive, in Distractive Media’s sole discretion, with Distractive Media;
Imply or state, directly or indirectly, that youare affiliated with or endorsed by Distractive Media unless you have enteredinto a written agreement with Distractive Media (this includes, but is notlimited to, representing yourself as an accredited Distractive Media trainer ifyou have not been certified by Distractive Media as such);
Adapt, modify or create derivative works basedon Distractive Media or technology underlying the Services, or other Members’content, in whole or part, except as permitted under Distractive Media’sdeveloper program;
Rent, lease, loan, trade, sell/re-sell access toDistractive Media or any information therein, or the equivalent, in whole orpart;
Sell, sponsor, or otherwise monetize aDistractive Media Group or any other service or functionality of DistractiveMedia, without the express written permission of Distractive Media;
Deep-link to the Site for any purpose, (i.e.creating or posting a link to a Distractive Media web page or mobile apps otherthan Distractive Media’s home page) unless expressly authorized in writing byDistractive Media or for the purpose of promoting your profile or a Group onDistractive Media as set forth in the Brand Guidelines;
Remove any copyright, trademark or otherproprietary rights notices contained in or on Distractive Media, includingthose of both Distractive Media and any of its licensors;
Remove, cover or otherwise obscure any form ofadvertisement included on Distractive Media;
Collect, use, copy, or transfer any information,including, but not limited to, personally identifiable information obtainedfrom Distractive Media except as expressly permitted in this Agreement or asthe owner of such information may expressly permit;
Share information of non- Members without theirexpress consent;
Infringe or use Distractive Media’s brand, logosor trademarks, including, without limitation, using the word “DistractiveMedia” in any business name, email, or URL or including Distractive Media’strademarks and logos except as provided in the Brand Guidelines or as expresslypermitted by Distractive Media;
Use manual or automated software, devices,scripts robots, other means or processes to access, “scrape,” “crawl” or“spider” any web pages, mobile apps or other services contained in the site;
Use bots or other automated methods to accessDistractive Media, add or download contacts, send or redirect messages, orperform other similar activities through Distractive Media, unless explicitlypermitted by Distractive Media;
Access, via automated or manual means orprocesses, Distractive Media for purposes of monitoring Distractive Media’savailability, performance or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwisesimulating the appearance or function of Distractive Media’s website;
Attempt to or actually access Distractive Mediaby any means other than through the interfaces provided by Distractive Mediasuch as its mobile application or by navigating to http://www.distractivemedia.com using aweb browser. This prohibition includes accessing or attempting to accessDistractive Media using any third-party service, includingsoftware-as-a-service platforms that aggregate access to multiple services,including Distractive Media;
Attempt to or override any security componentincluded in or underlying Distractive Media;
Engage in any action that directly or indirectlyinterferes with the proper working of or places an unreasonable load onDistractive Media’s infrastructure, including, but not limited to, sendingunsolicited communications to other Members or Distractive Media personnel,attempting to gain unauthorized access to Distractive Media, or transmitting oractivating computer viruses through or on Distractive Media; and/or
Interfere or disrupt or game Distractive Mediaor the Services, including, but not limited to, any servers or networksconnected to Distractive Media, or Distractive Media's search algorithms.
11. Complaints Regarding Content Posted on the Distractive MediaWebsite
If you think someone has stolen or misused yourintellectual property on Distractive Media, please check out our CopyrightPolicy.
All content of Distractive Media is hereincopyrighted. We built Distractive Media to help you be a more successful and tohelp retailers and consumers succeed. To achieving this purpose, we encourageour Members to share truthful and accurate information. We also respect theintellectual property rights of others. Accordingly, this Agreement requiresthat information posted by Members be accurate and not in violation of theintellectual property rights or other rights of third-parties. To promote theseobjectives, Distractive Media provides a process for submission of complaintsconcerning content posted by our Members. Our policy and procedures can befound here: Distractive Media Copyright Policy. Claims regarding CopyrightInfringement. Claims regarding content (other than copyright).
© Copyright 2018. AllRights Reserved
12.Fair Use Disclaimer Regarding Content Posted on the Distractive Media Websiteand Apps
FairUse refers to the right to reproduce, use and share copyrighted works withoutdirect permission from or payment to the original copyright holders.
Itis a designation that is assigned to projects that use copyrighted materialsfor purposes that include research, criticism, news reporting and teaching.When a project is protected under fair use provisions, the producers of thatproject are not subject to sanctions related to copyright infringement.
Thispresentation may contain copyrighted material, trademarked or logos, the use ofwhich has not been specifically authorized by the copyright holders. Thematerial is made available herein to advance an open dialogue for potentialformal business relationship with said parties. Through context, criticalquestioning, and educational framing, the presentation, therefore, creates atransformative use of copyrighted media.
Thematerial is presented for entirely non-profit, educational or internal businesspurposes. There is no reason to believe that the featured media will in any waynegatively affect the market value of the copyrighted works. For these reasons,Distractive Media, Inc. believes that the presentation herein is clearlycovered under current fair use copyright laws.
Therefore,in strict accordance with Title 17 U.S.C. Section 107, this material isdistributed herein without profit to those who have or may have, expressed aprior interest in receiving the included information for research and/or theability to facilitate an open business dialogue. Distractive Media, Inc. has noaffiliation whatsoever with the originator(s) of the copyrights, logos ortrademarks, nor are we endorsed or sponsored by the originator(s).
DistractiveMedia, Inc. understands that if use copyrighted material from this that may gobeyond "fair use" of such copyrighted material as provided in Title17 U.S.C. Section 107, Distractive Media must obtain permission from thecopyright owner(s). Distractive Media, Inc. does not support any actions inwhich the materials contained herein are used for purposes that extend beyondfair use.