Thank you for downloading the TPass App (the “App”) and/or using the TPass website located at https://www.tpass.co (and together with the App, the “Services”), TPass, Inc.’s (“Company” or “TPass” or “we” or “our” or “us”) technology platform allowing you to analyze certain data associated with your accounts with certain third party sharing economy services providers (a “Provider”).

These Terms of Use (this “Agreement”) govern your use of the Services. Please read this Agreement carefully, as it (among other things) requires in Sections 13 and 14 that you and the Company arbitrate certain claims instead of going to court and limits class action claims. Please press “Accept” if you agree to be legally bound by all terms and conditions herein. If you are viewing this on your mobile device, you can also view this Agreement via a web browser at https://www.tpass.co/terms/.

Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not press “Accept,” in which case you may not use the Services.

Note for Children. Use of the Services by anyone under the age of 13 is prohibited.

1. Privacy Policy

The Company’s Privacy Policy, at https://www.tpass.co/privacy/
(the “Privacy Policy”), describes the collection, use and disclosure of data and information (including location and usage data) by the Company in connection with the Services. The Privacy Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the collection, use and disclose practices set forth therein.

2. Licence to Use the Services

Subject to your compliance with all the terms and conditions of this Agreement, the Company grants you a limited, nonexclusive, nontransferable, revocable license to install and use the Services on a compatible mobile device for your personal purposes, in each case in the manner enabled by the Company. Any use of the Services other than for private use is strictly prohibited.

3. Ownership

Proprietary Rights. As between you and the Company, you own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to your Media, subject to the licenses granted to the Company and other Services users herein. As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Services, the software and technology used by the Company to provide Services features and functionality and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials.

4. Mobile Services

Use of the Services requires usage of data services provided by your wireless service carrier. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the Services.

5. Third Party Account Information

By submitting to the Company usernames, passwords and other log-in credentials (collectively, “Credential Information”) for any third party sharing economy service platforms, personal e-mail accounts or other online services or platforms supported by the Service which you select (collectively, “Platforms”), you hereby grant to Company a non-exclusive, royalty-free, fully-paid license to use that Credential Information for the purpose of providing the Service. The Company may use and store the data and information made available by the Platforms to you through use of your Account Credential Information that relates to your usage of, and interactions and transactions with, third party sharing economy service platforms (your “Account Information”) in accordance with this Agreement and our Privacy Policy.

You represent that you are entitled to submit your Credential Information to the Company for use for this purpose, without any obligation by the Company to pay any fees or be subject to any restrictions or limitations. By using the Service, you expressly authorize the Company to access your Account Information, on your behalf as your agent. You hereby authorize and permit the Company to use and store all Credential Information submitted by you to log-in to the Platforms and download and store your Account Information, and to configure the Service so that it is compatible with the Platforms for which you submit your Credential Information.

For purposes of this Agreement and solely to provide the Account Information and analysis thereof to you as part of the Service, you grant the Company a limited power of attorney, and appoint the Company as your attorney-in-fact and agent, to access the Platforms and retrieve and use your Account Information with the full power and authority to do and perform each thing necessary in connection with such activities as you could do in person.

YOU ACKNOWLEDGE AND AGREE THAT WHEN THE COMPANY IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM A PLATFORM, THE COMPANY IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE PLATFORM.

You understand and agree that the Service is not sponsored or endorsed by any third party Platform operators. The Company is not responsible for any errors or issues of any kind arising from the provision to the Company of inaccurate or incomplete Credential Information or Account Information.

6. Media

6.1
The Services allows you and other users to upload and share Media through chat rooms on the Services. You acknowledge that all Media is stored on and made available through the Services by the Company’s servers and not on your device. However, as is the case with similar social and media sharing services, your Media is not completely secure and you acknowledge that it may be accessed by third parties. If you delete the Services from your device, your Media will not remain viewable to other users through the Services. If you create a Services account, your log-in will remain active. If you wish to terminate your Services account such that all of your Media is deleted from our servers, please follow the instructions set forth in Section 8 below.

6.2
You understand that all Media is provided to you through the Services only on an “as-available” basis and the Company does not guarantee that the availability of Media will be uninterrupted or bug free. If you post Media that is not owned by you, it may be deleted at any time by the Company. You agree you are responsible for all of your Media and all activities that occur under your user account.

6.3
You shall retain all of your ownership rights in your Media. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of your Media, and to additionally distribute and publicly perform Media in connection with the Services and the Company’s (and its successor’s) business, in any media formats and through any media channels.
The Company agrees not to display your Media in any advertising materials without your consent, other the display of Media on web sites owned or controlled by the Company (such as https://www.tpass.co).
You also hereby grant to each user of the Services a non-exclusive license to access and view your Media as permitted by the functionality of the Services and this Agreement. The aforementioned licenses will terminate with respect to any particular item of your Media when you or the Company remove it from the Services, provided that (i) any sublicenses may be perpetual and irrevocable and (ii) you acknowledge that, except as provided under Section 8, such licenses survive to the extent necessary for a copy of your Media to be retained by the Company.

6.4
In connection with your Media, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature.
The Company may investigate an allegation that any Media does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such Media, which it reserves the right to do at any time.

6.5
You hereby acknowledge that you may be exposed to Media from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Services, and further acknowledge that the Company does not control the Media posted by Services users and does not have any obligation to monitor such content for any purpose.

7. Prohibited Uses

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that we reserve the right to disable any user account with a profile which we reasonably believe is false or misleading (including a profile that impersonates a third party).