This Agreement sets forth the terms and conditions that apply to your access and use of the Micronotes service ("Micronotes"), as owned and operated by Micronotes Inc., a Delaware corporation, on behalf of those of its direct or indirect subsidiaries and/or affiliates, (collectively referred to as “Micronotes”). By using the Micronotes service you agree to be bound by the terms and conditions of this Agreement and Micronotes’ Privacy and Security Policy, as they may be amended from time to time in the future.
1. Accepting the Terms
By using the information, tools, features and functionality of Micronotes (together the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Micronotes.com website) or you are a “Member” (which means that you have opted-in the Micronotes service). The term “you” or “User” refers to a Visitor or a Member. The term “we” refers to Micronotes. If you wish to become a Member, you must read this Agreement and indicate your acceptance during the Registration process. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Micronotes. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
2. Privacy and your Personal Information
For information about Micronotes’ data protection practices, please read Micronotes’ Privacy and Security Policiy, which is hereby incorporated into this Agreement. The policiy explains how Micronotes treats your personal information when you use the Micronotes Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.
3. Description of the Service
Micronotes is a free interactive Q&A based service that allows Members to interact with a merchant at their choosing in return for cash or a highly customized offer. Members must opt-in through their financial institutions. Upon opt-in, Micronotes will build a profile for you that we show to brands who may wish to interview you and make a highly customized offer “you can’t refuse”. We bring you brands who will interview you and either make you individualized offers or pay you cash for your time. Brand offers will be emailed to you by Micronotes. At no time will you personally identifiable information ever be revealed to a brand or anyone else. Only accepted offers will be emailed - we will never spam you. As a Member must agree to answer all questions honestly to protect the value of your profile and to take only the offers that you plan to redeem. You can redeem offers using a bank account or credit card that is attached to your profile.
4. Account Information from Third Party Sites
As part of the opt-in process, Members are invited to share their purchase history which will allow Micronotes to embellish your profile for better targeting by the merchants. As such, Members may direct Micronotes to retrieve their own information maintained online by third-party financial institutions with which they have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). Micronotes works with one or more online financial service providers under contract to access this Account Information. Micronotes makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement.
Micronotes cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Micronotes cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Service, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information in the manner prescribed in the associated instructions.
5. Offers made by Merchants
Micronotes does not endorse, warrant or guarantee the products or services available through the Micronotes Offers, and Micronotes is not an agent or broker or otherwise responsible for the activities or policies of those merchants. Micronotes does not guarantee that any product or services offered by merchants such as loans, investments, or other service terms are actually the best terms or lowest rates available in the market.
6. Your Registration Information
By providing us with your e-mail address during opt-in, you agree to receive all offers and required notices electronically to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.
7. Your Use of the Service
Your right to use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to use the Service for lawful purposes.
Accurate records enable Micronotes to provide the Service to you. In order for the Service to function effectively, you must answer all questions honestly and only take the offers that you will redeem. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
Your use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair or other actions that Micronotes, in its sole discretion, may elect to take.
8. Rights You Grant to Us
By submitting information, usernames, passwords, PINs, other log-in information, materials and other content to Micronotes through the Service as part of the opt-in process, you are licensing that content to Micronotes solely for the purpose of providing the Service. Micronotes may use the content, but only to provide the Service to you. By submitting this content to Micronotes, you represent that you are entitled to submit it to Micronotes for use for this purpose, without any obligation by Micronotes to pay any fees or other limitations.
By using the Service, you expressly authorize Micronotes to access your Account Information maintained by identified third parties, on your behalf as your agent. Micronotes will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit Micronotes to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Service, you grant Micronotes a limited power of attorney, and appoint Micronotes as your attorney-in-fact and agent, to access third party sites, retrieve and use your 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 MICRONOTES IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, MICRONOTES IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.
9. Micronotes’ Intellectual Property Rights
The contents of the Micronotes application, KulaMula, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of Micronotes belong or are licensed to Micronotes or its software or content suppliers. Micronotes grants you the right to view and use the Micronotes Service subject to these terms. You may download or print a copy of information provided on Micronotes.com for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from Micronotes.com in whole or in part for any other purpose is expressly prohibited without our prior written consent.
10. Access and Interference
You agree that you will not:
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor Micronotes.com or any portion of Micronotes.com, without Micronotes’ express written consent, which may be withheld in Micronotes’ sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search Micronotes.com, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of Micronotes.com or the Service; or
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of Micronotes.com or the Service.
11. Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH MICRONOTES OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. MICRONOTES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF MICRONOTES.COM OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
MICRONOTES MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON MICRONOTES.COM OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. MICRONOTES MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
12. Offers Disclaimer
You understand and agree that any offers provided to you through the Service may be delayed or prevented by a variety of factors. Micronotes does its best to provide offers in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the offers. You also agree that Micronotes shall not be liable for any delays, failure to deliver, or misdirected delivery of any offers; for any errors in the content of an offer; or for any actions taken or not taken by you or any third party in reliance on an offer.
13. Limitations on Micronotes’ Liability
MICRONOTES SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO MICRONOTES.COM, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF MICRONOTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MICRONOTES’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
14. Your Indemnification of Micronotes
You shall defend, indemnify and hold harmless Micronotes and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.
15. Ending your relationship with Micronotes
This Agreement will continue to apply until terminated by either you or Micronotes as set out below. If you want to terminate your legal agreement with Micronotes, you may do so by opting-out of the Service.
Micronotes may at any time, terminate its legal agreement with you:
- if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
- if Micronotes in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
- immediately upon notice, to the e-mail address provided by you as part of your Registration Information.
Micronotes may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Micronotes.com site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
17. Governing Law and Forum for Disputes
This Agreement, and your relationship with Micronotes under this Agreement, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict or choice of laws provisions. Any dispute with Micronotes, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Superior Court of the Commonwealth of Massachusetts within Middlesex County, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Micronotes may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Micronotes is able to offer the Service at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with Micronotes, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Micronotes does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Micronotes has the benefit of under any applicable law), this will not be taken to be a formal waiver of Micronotes’ rights and that those rights or remedies will still be available to Micronotes.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
This Agreement represents the entire understanding and agreement between you and Micronotes regarding the subject matter of the same, and supersedes all other previous agreements.