End User Terms of Service
These b.world End User Terms of Service (these "Terms") set forth the terms and conditions upon which threshold.world LLC ("threshold", "we", "our") offers you, our third party registered end-users (each, an "End-User"), access to threshold’s proprietary platform (the "Platform") through the b.world application (the "App"). By clicking "I Agree" or by accessing or otherwise using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Platform.
LICENSE; RESERVATION OF RIGHTS
Limited License to Use the Platform.
Subject to End-User’s compliance with these Terms, threshold hereby grants to End-User a limited, personal, non-exclusive, non-transferable, license to use the App to access Platform solely for the End-User’s own personal purposes. Except for the licenses and rights expressly granted under these Terms, no licenses or rights are granted by threshold to End-User hereunder, and all such other licenses and rights are reserved to threshold.
[End-User shall register a b.world account for itself or its team.] End-User represents and warrants (i) it is authorized to register for an account on behalf of itself and its organization, and to bind its organization to compliance to these Terms, (ii) it will keep its account credentials and passwords confidential, and shall be responsible for any use of the App or the Platform via End-User’s account, and (iii) it has the right to provide the End-User Content (as defined below) via the Platform and the App.
Other License Restrictions.
End-User shall not (i) copy or modify the Platform or App for any purpose; (ii) reverse engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Platform or the App; or (iii) distribute, disclose, market, rent, lease or otherwise transfer the Platform or the App to any other person or entity.
Intellectual Property Rights.
We retain all intellectual property rights in and to the Platform and the App and all related documentation interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically provided in this Agreement, End-User hereby assigns to threshold all other intellectual property rights it may now or hereafter possess in the Platform or the App and related documentation, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be necessary to confirm such rights. End-User also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Platform or the App and any related documentation delivered to End-User by threshold and all whole or partial copies thereof.
threshold.world is committed to responsibly and transparently managing End-User Content. We take serious precautions to prevent security incidents and to equip our team to prevent and respond to breaches. In the case of a data breach, threshold.world will respond immediately in accordance with the internal threshold.world Data Breach Response Protocol and will comply with all applicable U.S. State and international Data Privacy regulations.
WARRANTIES AND LIMITATIONS OF LIABILITY.
threshold warrants that it will use commercially reasonable efforts to cause the Platform and the App to operate in substantial conformance with its published documentation. Our sole obligation and End-User’s sole remedy with respect to any failure of the Platform or the App to substantially conform to the documentation is for threshold to use commercially reasonable efforts to remedy any such failure as soon as is reasonably practicable, and if such failure is not remedied in a reasonable time, for End-User to terminate these Terms pursuant to Section 4.2.
EXCEPT AS SET FORTH IN SECTION 2.1, THRESHOLD DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE PLATFORM, THE APP, OR ANY OTHER MATTER COVERED BY THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THRESHOLD DOES NOT WARRANT THAT THE PLATFORM OR APP WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR FREE, OR THAT ALL FAILURES OF THE PLATFORM OR APP TO CONFORM TO THE DOCUMENTATION CAN OR WILL BE CORRECTED. THRESHOLD MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED BY THE PLATFORM OR THE APP.
Limitations of Liability.
IN NO EVENT SHALL THRESHOLD BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. The aggregate liability of threshold for any and all claims arising under or in connection with these Terms or its subject matter shall not exceed $500.
INDEMNIFICATION; UNAUTHORIZED USE
End-User hereby agrees to indemnify and hold harmless threshold from any and all damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by threshold in connection with any claims that threshold is required to pay to third parties to the extent such damages, settlement amounts, costs and expenses are attributable to End-User’s provision of the End-User Content, including any actual or alleged volitions of third party intellectual property by such End-User Content.
Notification of Unauthorized Use.
End-User shall promptly notify threshold in writing upon its discovery of any unauthorized use or infringement of the Platform, the App, or the related documentation, or threshold's intellectual property rights with respect thereto. threshold shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that threshold brings such an action or proceeding, End-User shall cooperate and provide full information and assistance to threshold and its counsel in connection with any such action or proceeding.
TERM AND TERMINATION
End-User’s access to the App and Platform shall begin on the date End-User registers for an account and accepts these Terms, and shall continue until terminated earlier under the provisions of this Article 4.
Termination for Convenience.
threshold may terminate End-User’s use of the Platform and the App at any time. End User may terminate this Agreement at any time by cancelling its account for the Platform.
Effect of Termination.
Upon the expiration or sooner termination of these Terms, all license rights of End-User under these Terms shall automatically and immediately cease and End-User shall promptly cease all uses of the Platform. Sections 1.2, 1.3, 1.4, 1.5, 2.2, 2.3, 3, 4.3, and 5 shall survive the expiration or sooner termination of these Terms.
The Platform and the App may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to use the App or access the Platform without prior written permission from threshold once granted by the appropriate jurisdiction. The rights and obligations of End-User shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. End-User each shall certify that it shall not, directly or indirectly, export, re-export or transship the Platform in such manner as to violate such laws and regulations in effect from time to time. End-User shall indemnify and hold harmless threshold from and against any and all losses, claims and expenses incurred by threshold as a result of the breach of End-User's obligations under this Section.
In making and performing these Terms, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
Force Majeure. In the event that threshold is unable to perform its obligations under these Terms because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, threshold shall not be liable to the End-User for any damages resulting from such failure to perform or otherwise from such causes.
These Terms and its subject matter shall be governed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws principles. You agree that the federal or state courts sitting in Philadelphia, Pennsylvania shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of these Terms. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.
End-User may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder to any third party without the prior written consent of threshold. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to: (a) in the case of threshold, to to the attention of the President; and (b) in the case of End-User, to the address set forth in its account information.
Entire Agreement; Amendment.
These Terms constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be amended, supplemented or otherwise modified except by an instrument in writing signed by both parties and attached hereto.
A waiver by either party of a breach or violation of any provision of these Terms will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms.