Terms and ConditionsThese terms and conditions (the "Terms") govern your access to and use of Punchorello’s websites and mobile applications that link to or reference these Terms ("Site"). By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with Punchorello LLC., a Minnesota corporation headquartered in Minneapolis, Minnesota ("Punchorello"). Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
A. Parties"You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. "We", "us", and "our" refer to Punchorello.
B. Content"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Site. "Punchorello Content" means Content that we create and make available in connection with the Site. "Third Party Content" means Content that originates from parties other than Punchorello or its users, which is made available in connection with the Site. "Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Punchorello Content.
2. Changes to the Terms of ServiceWe may modify the Terms from time to time. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Site prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications.
3. TranslationWe may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Punchorello, and any inconsistencies among the different versions will be resolved in favor of the English version.
4. Your Responsibility.You shall be solely responsible for: (i) all Posted Information you input into the Application; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Application, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application.
5. Punchorello Right.Punchorello shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your Punchorello account for any reason. Notwithstanding the foregoing, Punchorello shall not be required to review or monitor any Posted Information entered into the Application or otherwise submitted by You, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.
6. Fees.Punchorello does not currently charge its users to access and use the Application; however Punchorello may, at any point and in its discretion, elect to begin charging fees for use of various portions of the Application and/or for different levels of subscription or account.
7. Using the Site
A. EligibilityTo access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account.
B.Permission to Use the SiteWe grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
C.Site AvailabilityThe Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
E. Communications from Punchorello and other UsersBy creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive compliments or friend requests from other Users. You will also receive our weekly e-mail newsletter about happenings in your neighborhood.
A.Responsibility for Your ContentYou alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Punchorello. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
B. Our Right to Use Your ContentWe may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Punchorello and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
C.OwnershipAs between you and Punchorello, you own Your Content. We own the Punchorello Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the Punchorello Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Punchorello Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Punchorello Content are retained by us.
D.AdvertisingPunchorello and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
E. Content FeedsWe make some of the Site Content ("Feed Content") available via Real Simple Syndication and Atom feeds ("Feeds"). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog ("Your Site"), provided that (i) your use of the Feeds is for personal, non-commercial purposes only, (ii) your display of the Feed Content links back to the relevant pages on Punchorello’s websites, and attributes Punchorello as the source of the Feed Content, (iii) your use or display of the Feed Content does not suggest that Punchorello promotes or endorses any third party causes, ideas, websites, products or services, including Your Site, (iv) you do not redistribute the Feed Content, and (v) your use of the Feeds does not overburden Punchorello’s systems. Punchorello reserves all rights in the Feed Content and may terminate the Feeds at any time.
OtherUser Content (including any that may have been created by users employed or contracted by Punchorello) does not necessarily reflect the opinion of Punchorello. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
9. RestrictionsPunchorello shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your Punchorello account for any reason. Notwithstanding the foregoing, Punchorello shall not be required to review or monitor any Posted Information entered into the Application or otherwise submitted by You, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.
A. You agree not to, and will not assist, encourage, or enable others to use the Site to:
B. You also agree not to, and will not assist, encourage, or enable others to:
10. Guidelines and Policies
A. Content GuidelinesYou represent that you have read and understood our Content Guidelines.
11. Suggestions and ImprovementsBy sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Punchorello and its users any claims and assertions of any moral rights contained in such Feedback.
12. Third PartiesThe Site may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
13. IndemnityYou agree to indemnify, defend, and hold Punchorello, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the "Punchorello Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Punchorello reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Punchorello. Punchorello will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
14. Disclaimers and Limitations of LiabilityPLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE PUNCHORELLO ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
15. Choice of Law and VenueCalifornia law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Punchorello (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN HENNEPIN COUNTY, MINNESOTA..
17. Force Majeure.Punchorello shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
18. Intellectual Property.
A. General Ownership.All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Punchorello, You shall be deemed to be the sole owner of all Posted Information entered into the Application or otherwise posted by You; and (ii) Punchorello is the sole owner of the name "Punchorello" as well as the Website, the Application, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Punchorello regarding the Application or the Website shall, upon submission to Punchorello, be owned solely and exclusively by Punchorello. In addition, Punchorello shall be entitled to post feedback at the Website and within the Application (and/or allows others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Application shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to Punchorello.
B. Use of Posted Information.In exchange for Your use of the Website and/or the Application, You hereby grant to Punchorello an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, commercially exploit, repurpose, perform and display any and all Posted Information You post to the Website, submit to Punchorello or post through the Application, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub-licensees, in connection with Punchorello performing the services described herein. Finally, You irrevocably waive, and cause to be waived, against Punchorello and its users any claims and assertions of moral rights or attribution with respect to Your Posted Information. Punchorello shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or Application, including without limitation adjacent to Your Posted Information.
19. Confidentiality; Non-SolicitationYou agree to treat as confidential all confidential information of Punchorello, not to use such confidential information for any purpose other than to the limited extent necessary to use the Application and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by Punchorello, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. In addition, during the Term and for a period of one year thereafter, You shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of Punchorello to terminate employment with Punchorello or to become employed by or enter into contractual relations with any other individual or entity.
20. Disclaimers.We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Punchorello, and any inconsistencies among the different versions will be resolved in favor of the English version.
I. No Warranties.Except as explicitly set forth herein, neither Punchorello, its affiliates or any of any such party's directors, equity holders, officers, agents, employees, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation:
II. Unavailability of Website or Application.You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is Punchorello's objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Punchorello, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Punchorello shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. You Agree That Punchorello Shall Not Be Liable For Any Damages Arising From Any Such Interruption, Suspension Or Termination Of The Website And/or Application And That You Shall Put In Place Contingency Plans To Account For Such Periodic Interruptions Or Suspensions Of The Website And/or Application.
21. Limitation on Liability.Punchorello shall not, under any set of circumstances, be liable to you for any special, incidental, indirect, punitive or consequential damages, including, but not limited to, lost profits or data, arising out of this agreement or your use of the application or website, whether based in contract, tort or any other legal theory, even if advised of the possibility of such damages.
22. General Terms