Terms of Use

Note: These Terms of Use are effective as of May 23, 2015

Backspace® products and services are provided by WR Industries, LLC, to deliver the experience and joy of a private offer sharing environment among friends. (We will be referring to ourselves as “We” or “Our” in the Agreement; you will be referred to as “You”, the “User”, or the “Member”.)

These Terms of Service ("Terms") govern your access to and use of the Backspace mobile application service ("App"). Please read these Terms carefully, and Contact Us if you have any questions. By accessing or using our platform, you agree to be bound by these Terms and by our Privacy Policy.

We operate the App as a service to our users.

Please carefully review the following basic rules that govern your use of the App. Please note that your use of the App constitutes your unconditional agreement to follow and be bound by these Terms and Conditions of Use. If you (the "User") do not agree to them, please do not use the website and/or the App nor download or upload any materials to or from them.

We reserve the right to update or modify these Terms and Conditions at any time without prior notice to Users. Your use of the App following any such change constitutes your unconditional agreement to follow and be bound by these Terms and Conditions as changed. For this reason, we encourage you to review these Terms and Conditions of Use whenever you use the App.

These Terms and Conditions of Use apply to the use of the App and do not extend to any linked third party sites. Whenever the App or the business includes software that is downloaded to your computer, phone, tablet, or other devices these Terms will also apply and will to later upgrades as well.

These Terms and Conditions and our Privacy Policy, which are hereby incorporated by reference, contain the entire agreement (the “Agreement”) between you and us with respect to the App. Any rights not expressly granted herein are reserved.

Permitted and Prohibited Uses

You may use the App for the sole purpose of sharing and exchanging content with other Users. You may not use the App to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal trade or business practices, federal and state securities laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any U.S. laws, rules, and regulations governing the export and re-export of commodities or technical data.

You may not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, or trade secret, or disclose via the App any information the disclosure of which would constitute a violation of any confidentiality obligations you may have.

You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject the App’s network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of the App.

You are strictly prohibited from communicating on or through the App any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

You are expressly prohibited from compiling and using other Users' personal information, including addresses, telephone numbers, fax numbers, email addresses or other contact information that may appear on the App, for the purpose of creating or compiling marketing and/or mailing lists and from sending other Users unsolicited marketing materials, whether by facsimile, email, or other technological means.

You also are expressly prohibited from distributing Users' personal information to third-party parties for marketing purposes. We shall deem the compiling of marketing and mailing lists using Users' personal information, the sending of unsolicited marketing materials to Users, or the distribution of Users' personal information to third parties for marketing purposes as a material breach of these Terms and Conditions of Use, and We reserve the right to terminate or suspend your access to and use of the App.

We note that unauthorized use of Users' personal information in connection with unsolicited marketing correspondence also may constitute violations of various state and federal anti-spam statutes. We reserve the right to report the abuse of Users' personal information to the appropriate law enforcement and government authorities, and we will fully cooperate with any authorities investigating violations of these laws. Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise use the App without our permission.

User Submissions

We do not want to receive confidential or proprietary information from you through the App. Any material, information, or other communication you transmit or post ("User Content") to the App will be considered non-confidential.

If you work for a company or at a University, it's likely that you're not the copyright holder of anything you make, even in your free time. Before making contributions to this site, get written permission from your employer.

Backspace allows you to post User Content, including profile photos, comments, and other materials. You retain all rights in any User Content that you post or otherwise make available on our App and are solely responsible and accountable for the User Content you post. You agree that all User Content may or may not be available for a certain period of time even after the item has been listed as expired.

You also grant Backspace and its users a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your User Content on Backspace solely for the purposes of operating, developing, providing, and using the Backspace App. All contributions to this site are also licensed by you to anyone who wishes to use them, including us.

Nothing in these Terms shall restrict other legal rights Backspace may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason including User Content that we believe violates these Terms or our policies.

Following termination or deactivation of your account, or if you remove any User Content from Backspace, we may retain your User Content for backup, archival, or audit purposes. Furthermore, Backspace and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Backspace.

We also value hearing from our Users, and are always interested in learning about ways we can make Backspace more awesome. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Backspace does not waive any rights to use similar or related Feedback previously known to Backspace, or developed by its employees, or obtained from sources other than you.

User Discussion

We may, but are not obligated to, monitor or review any areas on the App where users transmit or post communications or communicate solely with each other, including but not limited to user comments and internal messages, and the content of any such communications. We, however, will have no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. We may edit or remove content on the App at our discretion at any time.

Use of Personally Identifiable Information

Information submitted to the App is governed according to our current Privacy Policy and the stated license of this application.

You agree to provide true, accurate, current, and complete information when registering with the App. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provides any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and to refuse any and all current and future use of the App.

Any use or access by anyone under the age of 13 is prohibited.

You MAY NOT open an account on behalf of a company, organization, or other commercial entity. All commercial are enterprises are referred to backspaceapp.co.

Although sections of the App may be viewed simply by visiting the App, in order to access some Content and/or additional features offered at the App, you may need to register as a member.

If you create an account on the App, you may be asked to supply your name, email, a User ID and password and other information. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the App using your account or User ID.

You grant us and all other persons or entities involved in the operation of the App the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the App and in the provision of services to you. We cannot and do not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using this App. To learn more about how we protect the privacy of the personal information in your account, please visit our Privacy Policy.

Indemnification

You agree to defend, indemnify and hold harmless us and our agents, officers, directors, employees and agents, vendors or suppliers, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our App, (b) your User Content, or (c) your breach of any of these Terms, or (d) your use or misuse of the App, including, without limitation, your violation of these Terms and Conditions, our Privacy Policy, or the infringement by you or any other subscriber or user of your account, of any intellectual property right or other right of any person or entity, and any actions of any advertiser who withdraws or misrepresents their offers to you or does not fulfill their promised redemption of these offers by you.

Termination

These Terms and Conditions of Use are effective until terminated by either party. If you no longer agree to be bound by these Terms and Conditions, you must cease use of the App. If you are dissatisfied with the App, its content, or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using the App. We reserve the right to terminate or suspend your access to and use of the App, or parts of the App, without notice, if we believe, in our sole discretion, that such use (i) is in violation of any applicable law; (ii) is harmful to our interests, without notice to you.

WARRANTY DISCLAIMER

THE APPLICATION AND ASSOCIATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. WE MAKE NO REPRESENTATIONS OR WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE APPLICATION OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS OR SERVICES INCLUDED ON THE APPLICATION.

IN NO EVENT SHALL WE OR ANY OF THEIR AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE APPLICATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. WE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE APPLICATION. YOUR PARTICIPATION IN THE APPLICATION IS SOLELY AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WE OR THROUGH WE, THEIR EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE APPLICATION, THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK.

LIABILITY LIMITATION. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL WE OR ANY OF THEIR AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO USER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE APPLICATION OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE APPLICATION OR FOR ANY INFORMATION OBTAINED THROUGH THE APPLICATION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APPLICATION OR PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF WE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

We also reserve the right to cancel and remove with no credit to you for any Loyalty Bones or other loyalty points you were awarded or earned if we should determine in our sole discretion that any advertiser campaign for endorsement or redemption opportunities is determined to be fraudulent

OUR TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE APPLICATION WILL NOT EXCEED ONE U.S. DOLLAR ($1.00). USER AGREES AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT WE WOULD NOT PROVIDE THE APPLICATION ABSENT SUCH LIMITATION.

Links to Other Materials

Our App may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Backspace. These links are provided for your convenience and reference only. We do not control such sites and, therefore, we are not responsible for any content posted on these sites. The fact that we offer such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site, its content or the companies or products referenced therein, and We reserve the right to note its lack of affiliation, sponsorship, or endorsement on the App.

If you decide to access any of the third party sites linked to by the App, you do this entirely at your own risk. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, we cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third party sites, and you hereby irrevocably waive any claim against us with respect to such sites.

Notification of Possible Copyright Infringement

In the event you believe that material or content published on the App may infringe on your copyright or that of another, please Contact Us.

Arbitration

For any dispute you have with Backspace or our owner WR Industries, LLC. you agree to first Contact Us and attempt to resolve the dispute with us informally.

If Backspace or WR Industries, LLC. has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.

Unless you and Backspace or WR Industries, LLC. otherwise agree, the arbitration will be conducted in Missouri. Each party will be responsible for their own costs, including legal fees and any court costs. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BACKSPACE and WR INDUSTRIES, LLC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Missouri, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in Missouri or the United States District Court for the Eastern District of Missouri, for any actions not subject to Arbitration.

General

The App is hosted in the United States and may be hosted elsewhere. We make no claims that the Content on the App is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms.

If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section.

The failure of us to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches.

Any cause of action you may have with respect to your use of the App must be commenced within one (1) year after the claim or cause of action arises.

These Terms and the Privacy Policy set forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to their subject matter. The waiver of a breach of any provision of this Agreement shall not be construed as a waiver of any other or subsequent breach.

Notification Procedures and changes to these Terms. Backspace reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website.

For us, notice shall be deemed given upon personal delivery or facsimile to an office of the WR Industries, LLC., or, if sent by certified mail with postage prepaid, 5 business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, 7 business days after the date of mailing.

If a revision, in our sole discretion, is material we will notify you. By continuing to access or use of the website after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the site.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Backspace without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Entire Agreement/Severability. These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Backspace in connection with the App shall constitute the entire agreement between you and Backspace concerning the App. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Backspace or WR Industries, LLC’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.