Terms of Service

Revised: 7/29/2016

These Terms of Service (“Terms”) govern your use of the Worthyy website (“Site”) and any Worthyy mobile application, application programming interfaces, and other services offered by Worthyy (“Services”). Outering System, Inc (“Worthyy,” “we” or “us”) provides the Site and Services. “You” refers to you as a user of the Site or Services.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.

1. Eligibility

You must be at least 18 years old (or the legal age of majority where you reside) to use the Site or the Services.

2. Additional Terms

Some of our Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms.

3. Your Account and Subscription Services

Some features of our Site and Services (“Subscription Services”) require you to register for and create an account with us and/or to pay certain subscription fees or costs (“Fees”). If you order Subscription Services, your access to and use of the Subscription Services, including your payments, if any, will be governed by these Terms and any applicable subscription order terms.

4. Subscription Services Term and Automatic Renewal

The initial term of your Subscription Services will last for one month (“Initial Term”), and will automatically renew for successive one-month terms (each a “Renewal Term”), unless you provide us with written notice of an intent not to renew at least fifteen (15) days prior to the end of the then-current Term. Your payment for the Fees for each upcoming Renewal Term will be processed and you will be charged, on the effective date of that new Renewal Term. You will have the option to store your billing information in your account, including multiple billing options, and to manage which billing method we use to charge you for Fees. You can manually change your billing information or cancel your automatic renewal at any time by managing your account preferences.

If all payment methods we have on file for you are declined for payment of your Fees, you have thirty (30) days to provide us a new payment method or your Subscription Services will be cancelled. If you provide us with a new payment method and are successfully charged within thirty (30) days, your Renewal Term will be based on the original renewal date and not the date of the successful charge.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR SUBSCRIPTION SERVICES WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE FEES AND ANY TAXES, USING ANY PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

5. Payment Terms

When you use the Site and Services as a paying customer, and/or when you purchase Subscription Services, you will be asked to provide certain financial information, including but not limited to credit card information, bank account number, routing number, payment address, or other payment account information (“Financial Data”). You must provide this Financial Data to Worthyy by completing our payment form. You agree: (i) to provide Worthyy with true, accurate, current, and complete Financial Data for the payment of all Fees; and (ii) to timely pay the applicable Fees. It is your responsibility to maintain and update your Financial Data so that it remains true, accurate, current, and complete at all times. If you provide any Financial Data that is untrue, inaccurate, not current, or incomplete, or Worthyy has reasonable grounds to suspect that your Financial Data is untrue, inaccurate, not current, or incomplete, Worthyy has the right, in its sole discretion, to: (i) suspend or terminate your account and/or your Subscription Services; or (ii) suspend or terminate your current or future access to or use of the Site and Services. You hereby authorize and permit Worthyy to use and store your Financial Data to accomplish the foregoing.

You authorize Worthyy to charge the account that you designate as the account to which the Fees shall be charged or withdrawn from (“Funding Account”). You agree to maintain a balance or available credit limit in the specified Funding Account that is sufficient to fund all payments you initiate. Worthyy is not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit in the Funding Account that is sufficient to fund all payments you initiate. If Worthyy is not able to recover all amounts owed to us, we may report this information to third parties, including consumer reporting agencies and financial institutions. Worthyy reserves all rights to pursue all available legal remedies to recover all owed amounts.

You represent and warrant that you have the right to authorize us to charge the Funding Account for payments you initiate. You will indemnify and hold Worthyy harmless from any claims by any third party, including any other owner of the account, related to Worthyy’s access to the Funding Account. You are responsible for confirming the accuracy of the information you provide about each payment you send, including the amount of the transaction.

All Fees are payable in U.S. dollars in advance and include all applicable taxes. Sales tax will be included as required by law. All Fees are nonrefundable and there are no refunds or credits for partially-used periods. Worthyy reserves the right to change the amount of, or basis for determining, any Fees or other charges for the Site and/or Services, and to institute new such Fees or charges effective upon prior notice to you.

6. Acceptable Use of the Site and Services

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Site or Services, you may not:

violate any law or regulation;
violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
send unsolicited or unauthorized advertising or commercial communications, such as spam;
engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services;
transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, or harm another individual;
impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
use any means to scrape or crawl any Web pages contained in the Site;
attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
advocate, encourage, or assist any third party in doing any of the foregoing.

7. User Content

The Site and some of our Services allow you to upload, submit, store, send, or receive content and data (“User Content”). Users may have the ability to post, share, pitch, promote, and advertise personal profile information and related content that can be viewed by third parties (“Postings”). The Postings are User Content.

We do not and will not address content rights, use, and ownership issues for you and have no obligation to become involved in any dispute between or among users related to or arising from a Posting or your User Content. We may disclose information relating to your use of the Site and Services (including your User Content and Postings) to government or law enforcement officials or private parties if, in our discretion, we believe it is necessary or appropriate in order to respond to legal requests (including court orders, warrants, and subpoenas). Please see the “Third Party Content and Interactions” Section of these Terms for more information.

Ownership Between Worthyy and You

As between Worthyy and you, you retain ownership of any intellectual property rights that you hold in your User Content. When you upload, submit, store, send, or receive User Content to or through the Site or Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Site and Services), publicly perform, publicly display, and distribute your User Content. This license is for the limited purpose of operating, promoting, and improving the Site and Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services. In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Site or Services.

You promise that:

you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above;
your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; and
by giving us the rights described above you are not violating any agreement with others, including non-disclosure or confidentiality agreements.
We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Site or Services for any reason.

8. Intellectual Property Rights

Except for User Content, we own or license all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Our Marks”). The Site and Services, Our Content, and Our Marks are all protected under United States and international laws. The look and feel of the Site and Services are copyright © Worthyy. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Worthyy.

9. Privacy

Your privacy is important to us. Our Privacy Policy https://worthyy.com/privacy-policy/ explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

10. Links

The Site and Services may contain links to other websites and online resources. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.

11. Third Party Content and Interactions

The Site and Services contain features and functionalities that link you or provide you with access to third party content that is completely independent of Worthyy and connect you with third parties, including other users. Your interactions with organizations or individuals found on or through the Site and Services are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with any of these third parties. You agree that Worthyy is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any of these dealings. If there is a dispute between users of the Site or Services, or between users and any third party, you understand and agree that Worthyy is under no obligation to become involved. In the event that you have a dispute with any other user of the Site or Services, you

hereby release Worthyy and its affiliates, and their officers, employees, directors, shareholders, agents, and successors (“Affiliates”) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or the Site and Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: 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.

12. Changes to the Site or Services

We enhance and update the Site and Services often. We may change or discontinue the Site or Services at any time, with or without notice to you.

13. Termination

We reserve the right to not provide the Site or Services to any person. We also reserve the right to terminate any user’s right to access their account, Subscription Services, or the Site or Services, in whole or in part, at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

14. Disclaimer and Limitations on Our Liability

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WORTHYY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, WORTHYY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES.

WORTHYY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

TO THE EXTENT PERMITTED BY LAW, WORTHYY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF WORTHYY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE HIGHER OF (I) THE AMOUNT YOU PAID WORTHYY TO USE THE SITE OR SERVICES AND (II) USD $5,000. IN ALL CASES, WORTHYY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

15. Indemnification

You agree to indemnify and hold harmless Worthyy and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.1

16. Arbitration Agreement & Waiver of Certain Rights

You and Worthyy agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Worthyy hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and Worthyy relating to these Terms or the Site or Services (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Worthyy will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or Worthyy from seeking action by federal, state, or local government agencies. You and Worthyy also have the right to bring qualifying claims in small claims court. In addition, you and Worthyy retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor Worthyy may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Worthyy’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of the Terms. This Section of the Terms will survive the termination of your relationship with Worthyy.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WORTHYY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.