TERMS OF USE

Welcome to IKR!ATE™, a smartphone application owned and operated by IKR!ATE, LLC, a New York limited liability company (hereinafter, “IKR!ATE, LLC”, “we”, or “us”).  The “Service” we provide is broadly defined as all smartphone applications including IKR!ATE™, websites, webpages, and other Internet-based services under the ownership or control of the Company.

BEFORE YOU USE THE SERVICE IN ANY WAY, CAREFULLY READ ALL OF THE FOLLOWING CONCERNING YOUR LEGAL RIGHTS AND LIMITATIONS, AND PLEASE ASK US ANY QUESTIONS YOU MAY HAVE BY WRITING AN EMAIL TO: IKRIATE@IKRIATE.ME

1. GENERAL

1.1. Your Acceptance of the Agreement

This Terms of Use, along with our separately stated Privacy Policy and Community Guidelines (together the “Agreement”), constitute the entire, complete, and binding agreement between you and IKR!ATE, LLC with respect to the subject matter discussed herein. The Service is offered to you conditioned upon your acceptance of the Agreement.

BY USING THE SERVICE FOR ANY PURPOSE, WITH OR WITHOUT A USER ACCOUNT AND FROM ANY DEVICE AND LOCATION, YOU REPRESENT THAT (1) YOU HAVE READ AND UNDERSTOOD THIS TERMS OF USE, THE PRIVACY POLICY, AND THE COMMUNITY GUIDELINES, (2) YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS DESCRIBED BELOW AND (3) YOU ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT AS IT APPEARS ON EACH RESPECTIVE DATE YOU USE THE SERVICE. IF YOU DO NOT ACCEPT ANY PART OF THE AGREEMENT, YOU ARE NOT ALLOWED TO ACCESS OR USE THE SERVICE IN ANY WAY.

The Service is entirely owned, controlled, and operated by IKR!ATE, LLC, a New York limited liability company, and is provided to users who access our services at our business location in Kings County, State of New York, U.S.A. (the “Business Location”). You agree that, by accessing and using the Service, or any part thereof, you are voluntarily coming onto and purposefully availing yourself to the services offered in this Business Location. If you access the Service from outside of the Business Location, you do so on your own initiative and are solely responsible for compliance with any local laws and regulations that may be applicable.

1.2. Changes to the Agreement

We reserve the right to modify, amend, or otherwise change this Terms of Use as well as other parts of the Agreement, in whole or in part, at any time. Such changes to the Agreement will take effect as of the “Last updated” date stated at the top of this webpage. Each time you access the Service, you agree to be bound by the most current version of the Agreement. We will notify our users of any such changes that are material (i.e., changes that substantially affect your rights) by either sending a notice to the last email address you provided to us or by placing a notice on this webpage. However, it is ultimately your responsibility to review this webpage for any changes to the Agreement before using the Service. For reasons of commercial practicality, you may not change any terms in the Agreement without our prior written consent. By continuing to use the Services, you consent to any updates to this Agreement.

1.3. Term and Termination

This Terms of Use will remain in full force and effect while you use the Service and/or have a Service user account (an “Account”). You may disable your Account at any time, for any reason, by following the instructions in the user settings menu of a smartphone application or website of the Service. The Company may terminate or suspend your Account at any time with or without notice if the Company believes that you have breached the Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your Account. After your Account is terminated for any reason, all terms of this Terms of Use survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied. You may not cancel or terminate this Terms of Use without our express written consent.

Any provisions in this Terms of Use that must survive to give effect to its meaning or enforceability for disputes arising during its effective term (including the following sections on disclaimers and liability limitations, governing law, jurisdiction, and dispute resolution) will survive any termination, cancellation, or invalidation.

2. WHO MAY USE THE SERVICE

2.1. Eligibility

a. Age Requirement

The Service is intended for persons eighteen (18) years of age and older. You may NOT use the Service if you are under thirteen (13) years of age. If you are between thirteen (13) and seventeen (17) years of age, you may use the Service under the supervision of your parent or legal guardian who explains the Agreement to you and agrees to be bound to it on your behalf. However, we encourage you not to meet in person with other users, even with parent or legal guardian consent, until you are at least eighteen (18) years of age.

b. Registered Sex Offenders

By registering to use or using the Service, you represent that you have never been required to register and are not currently registered as a sex offender with any government entity.

c. Location

The Service is intended only for use within the United States of America. You may NOT use the service if you are physically located, whether permanently or temporarily, outside of the U.S.A.

3. HOW YOU MAY USE THE SERVICE

3.1. Your Account

a. License to Use the Service

Subject to all conditions, restrictions, and eligibility requirements described herein, we hereby grant you a limited, non-transferrable, non-exclusive, royalty-free, worldwide, revocable license to access the Service, create an Account and profile, and use the Service for your own lawful, personal, and non-commercial purposes. This license is not a sale and does not grant you any ownership rights, title, interest, or any other rights in either the Service or any of the contents you find therein.

b. Account Registration and Password

To access the full features of the Service, you will need to create an Account by either registering with a new user name and password or by logging in with your Facebook user name and password. The latter method requires you to also comply with the terms, conditions, and privacy policies of such third party service.

By creating an Account and profile, you give us and all users of the Service the ability and right to view your User profile and content. Additionally, if you sign in to any part of the Service using your Facebook login credentials, you authorize us to access and use certain Facebook account information, including but not limited to your public Facebook profile and information about Facebook friends you might share in common with other Service users. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.

c. Responsibility for Your Account

You are solely responsible for your Account, password, and profile. So long as you have an Account on the Service, you agree to safeguard your Account login name and password and to supervise and take full responsibility for any use of and activity on your Account and profile by you or anyone other than you (whether authorized by you or not), which includes all activity that can be linked or traced back to your Account. You agree to immediately notify us of any unauthorized use of your Account, password, or profile and to report a lost or stolen password or Account name to us at: ikriate@ikriate.me

YOU ACKNOWLEDGE AND AGREE THAT: (1) NEITHER IKR!ATE, LLC NOR ITS AFFILIATES OR ITS PARTNERS WILL HAVE ANY LIABILITY TO YOU OR OTHERS FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR USER ACCOUNT; AND (2) THE UNAUTHORIZED USE OF YOUR USER ACCOUNT OR PASSWORD COULD CAUSE YOU TO INCUR LIABILITY TO BOTH IKR!ATE, LLC AND OTHER USERS OF THE SERVICE.

d. One Account per User

As a user of the Service, you may not have more than one Account, nor may you open an alternative Account if your Account is suspended, restricted or terminated for any reason.

e. Limited Commercial Use

Users may choose to provide their professions in their profiles, and may also provide information regarding their professions and the goods or services they offer on the publically-viewable parts of their Account. Users may also organize events that are not in violation of any laws, regulations, or ordinances through the Service. However, users may NOT advertise their services through messaging, electronic mail (“email”) or other means of direct communication, and may not use any information obtained from the Service, to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent.

Organizations, companies, and/or businesses may not use the Service or the Service for any purpose except with our express consent, which we may provide or deny at our sole discretion.

The Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Service.

3.2. Fees and Payment

Access to our Services is free. We may charge monetary fees for various premium features and services that we offer, and we will notify you of those charges at the time that we offer you the premium features or services for a fee. We may in our sole discretion, and by notifying you on our website, change this policy and begin charging for access to our mobile smartphone application, website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. If we introduce a new service or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or change the fees for an existing service, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with this Terms of Use (e.g., overdrawn accounts, exceeding account limits, etc.).

3.3. Information About You and Your Account

If you set up an Account on the Service, we may receive, gather, collect, retain, disclose, and otherwise use, certain personally-identifying and other information about you and your Account in a manner governed by our Privacy Policy. You agree that all such information may be used by the Company without monetary compensation to you and in consideration for the various services provided to you through the Service.

3.4. Restrictions on Your Use of the Service

Notwithstanding the foregoing, you agree that you will NOT use the Service, or any portion(s) thereof or content found therein, in any way that is not expressly permitted by this Terms of Use or in any way that violates the governing law or any other applicable local, state, national and international laws and regulations of your residence and location; and that if you do, we reserve the right to terminate your access to and use of the Service, and you may be subject to various liabilities under the applicable laws. Specifically, and unless otherwise we expressly authorize in writing, you represent, warrant, and agree that you will:

a. NOT use the Service in a way that violates any law or infringes the rights of any person;

b. NOT use the Service or any of its contents to sell access to the Service or its contents, gain advertising or subscription revenues, or collect, data-mine, or harvest personally identifiable information, including Account names or email addresses for your profit;

c. NOT act as an agent, affiliate, or representative of IKR!ATE, LLC or the Service;

d. NOT modify, translate, adapt, edit, transform, or otherwise create derivative works of or from any part of the Service or contents you find therein;

e. NOT circumvent, hack, disable, decompile, reverse-engineer, DDOS attack, password sniff, inject malicious code into, or interfere in any way with security-related features, robot-exclusion headers, technical measures, algorithms, source code, or digital rights management tools that restrict or limit use or copying of the Service or any contents therein;

f. NOT impose, in our opinion, an unreasonable or disproportionately large burden on our infrastructure;

g. NOT deep-link to any portion of the Service for any purpose;

h. NOT frame, mirror, or otherwise incorporate any part of the Service into any other website, webpage, mobile application, product, or service; and

i. NOT post, publish, or transmit any one or more of the following on the Service:

(i) Virus, Trojan horse, worm, malware, or other malicious code;

(ii) Robot, spider, scraper, crawler, avatar, offline reader, intelligent agent, or other automated means or any manual process for any purpose;

(iii) Junk-mail, chain letter, phishing message, mass mailing, or SPAM;

(iv) Illegal, infringing, pirated, or plagiarized content;

(v) Vulgar, obscene, sexual, erotic, pornographic, or otherwise inappropriate content;

(vi) Racially, ethnically, or otherwise discriminatory language;

(vii) Defamatory, false, fraudulent, or otherwise untruthful language;

(viii) Harassing, intimidating, stalking, hateful, or threatening language;

(ix) Online vandalism;

(x) Impersonation or identity theft of another person;

(xi) False or knowingly misspelled names;

(xii) Invasion of another person’s privacy rights;

(xiii) Political campaigning.

3.5. Restrictions on Linking to the Service

Unless we have a written agreement giving you broader rights to link or advertise on the Service, you are only welcome to link or hyperlink to the Service elsewhere on the Internet and World Wide Web for non-commercial purposes. In doing so, you agree to:

a. NOT use any of our trademarks or other IP except in a plainly descriptive manner;

b. NOT use any of our trademarks or other IP or any words or codes identifying the Service in any “metatag” or other information used by search engines or other information location tools to identify and select websites or webpages; or

c. NOT suggest or infer that IKR!ATE, LLC or the Service has any relationship or affiliation with your website, webpage, or application or endorses, sponsors, or recommends the contents, products or services on your website, webpage, or application;

d. NOT incorporate any Content you found on the Service into your Web site (e.g., by in-lining, embedding, or framing) other than as expressly allowed by IKR!ATE, LLC;

e. NOT also link to any obscene, pornographic, scandalous, profane, defamatory, political, infringing, piracy, “SPAM”, “WAREZ”, or other unlawful content that may, in our sole discretion, adversely affect the name, reputation, and goodwill of the Service, IKR!ATE, LLC, or our related goods and services.

4. CONTENT ON THE SERVICE

4.1. Definition of Content

“Content” is defined as any information you post or other material you provide including, but not limited to the following types of information or content: ideas, information, data, text, tags, script, posts, messages, comments, questions, slogans, newsletters, descriptions, pricing, tables, statistics, rankings, ratings, reviews, lists, maps, spreadsheets, models, pictures, photos, presentations, drawings, graphics, logos, designs, brands, images, buttons, icons, widgets, interfaces, applications, application programming interfaces (“APIs”), software, source code, object code, digital files, compilations, compositions, sounds, sound recordings, audio clips, music, jingles, spoken word, performances, speeches, audio-visual works, interactive works, games, video games, movies, films, shows, videos, video clips, commercials, infomercials, advertisements, and all other materials, features, and functions that we may make available to you on the Service. All Content not originating from you or another user of the Service is owned by either IKR!ATE, LLC or our affiliate(s) or licensor(s), and we reserve the right to change or remove such Content from the Service without any reason or notice to you.

4.2. You are Responsible for Your Content

You are solely responsible for the Content that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “post”) on the Service or transmit to other users, including text messages, chat, videos (including streaming videos), photographs, or profile text, whether publicly posted or privately transmitted. You may not post as part of the Service, or transmit to the Company or any other user (either on or off the Service), any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). Moreover, you agree that all the Content you provide about yourself in your personal profile, or in any other area of the site, including Content submitted from your Facebook account, is and remains truthful and accurate, and that you will promptly update any Content provided by you that subsequently becomes inaccurate, incomplete, misleading or false.

4.3. Ownership and License of Your Content

With respect to Content you post to or generate on the Service, you agree that all rights, title, and ownership interests to each piece of Content will be automatically granted a worldwide, perpetual, non-exclusive, sublicensable, transferrable and royalty-free license to IKR!ATE, LLC when you first upload such piece of Content onto, transmit through, or create on  the Service. If you modify or delete any of your Content, you understand that prior versions of such modified or deleted Content will continue to be licensed to and freely used by IKR!ATE, LLC, and may persist in backup copies for a reasonable period of time (but that following modification or removal, we will not make them available publically on the Service) or may remain with users who have previously accessed and downloaded such prior versions of your modified or deleted Content. You also grant us a worldwide, perpetual, non-exclusive, sublicenseable, transferrable and royalty-free license to use your name, biographic information, and photograph or likeness in connection with such Content. You acknowledge that we may choose to use and reuse the Content in any way, with or without attribution to you, and at our sole discretion.

4.4. Monitoring and Takedown of Your Content

You understand and agree that the Company may, but is not obligated to, monitor or review any content you post as part of a Service. The Company may delete any content, in whole or in part, that in the sole judgment of the Company violates this Terms of Use or may harm the reputation of the Service or the Company.

4.5. Other Users’ Content

We do not control the Content provided by other users, which is made available through our system. You may find other users’ Content to be offensive, harmful, inaccurate or deceptive. You understand and agree that you use the Service with this understanding and acceptance, and will not seek to hold us liable in any manner. Please use caution and common sense when using our Service. Please note there is a risk that you may be dealing with underage persons or people acting under false pretenses.

5. Your Interaction with Other USERS

5.1. Conduct of Other Users

The Company is not responsible for the conduct of any user of the Service. In no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or persons you meet through the Service. You agree to take all necessary precautions in all interactions with other users, particularly if you decide to communicate off the Service or meet in person, or if you decide to send money to another user. In addition, you agree to review and follow the Company’s Community Guidelines, located in the Service, prior to using the Service. You understand that the Company makes no guarantees, either express or implied, regarding your ultimate compatibility with individuals you meet through the Service. You should not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other users.

5.2. Meetings with Other Users

a. IKR!ATE “Hangouts”

Through the Service, we provide tools that enable our users to arrange physical meetings (“Hangouts”) at venues that include, but are not limited to, public parks, private homes or private business establishments such as coffee shops and restaurants. We do not supervise these Hangouts and are not involved in any way with the actions of any individuals at these Hangouts. As a result, we have no control over the identity or actions of the individuals who are present at these Hangouts, and we request that our users exercise caution and good judgment when attending these Hangouts.

b. Hangout Descriptions, Reviews, and Ratings

To help you form compatible new friendships, IKR!ATE may permit users to post hangout descriptions, reviews, and ratings at various locations on the Service. Hangout descriptions should be accurate, to allow users to make informed decisions about their participation. Ratings and reviews of hangouts and other users should NOT be used to slander, insult, or denigrate other users in our community. Access to and use of the hangout descriptions, reviews, and ratings are subject to the other terms and conditions of this Terms of Use.

c. Release

You understand that: (1) we do not supervise or control the Hangouts or interactions among or between users and other persons or companies (2) we are not involved in any way with physical transportation to or from Hangouts or with the actions of any individuals at Hangouts, (3) we do not control Amazon.com, PayPal, credit card companies, or other payment processing companies, (4) we cannot guarantee the true identity, age, nationality of the Service users, and (5) we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Service.  For these reasons, you agree, represent, and warrant to the furthest extent allowed under applicable law that you bear all risks related to and agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from all claims, demands, and damages (both actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, all Hangouts. Additionally, and to the furthest extent allowed under applicable law, you hereby waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

5.3. Background Checks

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON OR SCREENINGS OF ITS USERS. HOWEVER, THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS. THE COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. 

6. Electronic Communications

When you create an Account on the Service, send us an email, or otherwise provide us your email address, you are communicating with us electronically and thereby consent to receive emails and other electronic communications, notices, messages, updates, offers, and information about our services and products. We may publish or deliver electronic communications to you through one or more media of our choosing and in the form of periodic issues with a frequency of our choosing. Unless such email is necessary to facilitate a transaction, such as to complete a sale or provide you with a sales receipt, we will give you the opportunity to “Unsubscribe” and thereby opt-out of receiving  electronic commercial communications from us by following the hyperlinked opt-out instructions at the bottom of each such communication.

You also consent to receiving electronic communications from other users of the Service, including private messages and messages posted in publically-viewable areas of the Service.

7. THIRD PARTY SERVICES AND CONTENT

7.1. Links to Third Party Services and Content

We may provide, or third parties may provide, links to other websites, webpages, smartphone applications, services, products, and other resources. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such websites, webpages, smartphone applications, services, products,  or resources, and do not endorse and are not responsible or liable for any information, content, advertising, products, or other materials on or available therefrom. You also acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.

7.2. Your Dealings with Marketing Partners and Third Parties

Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through our Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of the Service.

8. INTELLECTUAL PROPERTY RIGHTS

Any trademarks/service marks (e.g., IKR!ATE™ and our logos, slogans, and phrases), trade dresses, copyrighted works of authorship, rights of publicity, patents, know-how, trade secrets, and proprietary ideas that are displayed, performed, transmitted, or otherwise appearing on the Service and the Content therein (collectively, the “IP”) are either owned by us, have been licensed to us, or are being used by us in a merely descriptive manner, under the fair use doctrine, under the first-sale doctrine, by virtue of being in the public domain, or in accordance with some other legal exception(s) or exemption(s). Other than as expressly allowed by us in writing, nothing herein or in the Service may be implied as granting any license, assignment, or right to copy or use of our trade name or any of our IP without our prior authorization. Any unauthorized reproduction or distribution of the Service, and Content is expressly prohibited, and may result in civil litigation, damages, injunctive relief and possibly even criminal penalties under law. Please inform us if you become aware of any infringement or violation of intellectual property rights, by emailing us at: ikriate@ikriate.me

9. INDEMNIFICATION

You agree to defend, indemnify, reimburse, and hold harmless IKR!ATE, LLC as well as its members, officers, employees, agents, advisors, subsidiaries, affiliates, assignors and licensors from and against any and all claims, causes of action, actions or demands, liabilities, damages, losses, fines, penalties, costs and expenses of any kind, and settlements including without limitation, reasonable attorneys’ fees, paralegals’ fees, expert witness’ fees, investigation fees, and accounting fees, arising from or related to (i) your unauthorized use of the Service, (ii) any Content, (iii) your breach of any provision in the Agreement, (iv) any of your representations or warranties made herein, or (v) your violation of any law or rights of any third party. We will have the option to assume the exclusive defense and control of any action to which IKR!ATE, LLC is named a party and you agree to cooperate with us in asserting any available defenses we find appropriate. NOTHING STATED IN THIS TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS TERMS OF USE.

10. DISCLAIMERS AND LIABILITY LIMITATIONS

The express responsibilities set forth herein are the only responsibilities of IKR!ATE, LLC to you, and we have no other responsibilities to you with respect to the Service. You acknowledge that IKR!ATE, LLC has no control over, and no duty to take any action regarding: (a) which users gain access to the Service; (b) what Content you access via the Service; (c) what effects Content may have on you; (d) how you may interpret or use the Content; or (e) what actions you may take as a result of having been exposed to the Content.

YOUR USE OF THIS WEBSITE AND THE SERVICE, GENERALLY, IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND ALL SOFTWARE, INFORMATION, CONTENT, PRODUCTS AND SERVICES WE PROVIDE THROUGH IT (1) ARE PROVIDED TO YOU ON “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE” BASES, (2) MAY INCLUDE ERRORS AND INACCURACIES REGARDING, AMONG OTHER THINGS, THE AVAILABILITY AND PRICE OF HANGOUT ACTIVITIES OR SERVICES, AND (3) ARE OFFERED TO YOU WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OPERABILITY, FUNCTIONALITY, AND COMPLETENESS.

Moreover, we do NOT represent, warrant, or guarantee that the Service will: (a) be uninterrupted, uncompromised, or free from technical, typographical, or photographic errors; (b) be free of hacking, interference, static, viruses, Trojan horses, worms, malware, or other harmful components; (c) be secure and available at any particular time or location; (d) be cured or corrected of all errors and defects even if IKR!ATE, LLC is aware of them; and (e) meet all of your requirements.

YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOT TO HOLD US OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS, AFFILIATES, OR CONTENT PROVIDERS RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR REMEDIES OF ANY KIND ARISING FROM YOUR USE OF THIS WEBSITE OR THE SERVICE, OR FROM A DELAY OR INABILITY TO ACCESS OR USE THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON THIRD PARTY INFORMATION, CONTENT, USER CONTENT, REVIEWS AND OPINIONS APPEARING ON THE SERVICE, VIRUSES, ERRORS, LINKED SITES, PROPERTIES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE) INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, LOST PROFITS, LOST GOODWILL, LOST DATA, WASTE OF EXPENDITURES, COST OF SUBSTITUTE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE WERE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES.

If IKR!ATE, LLC or any of its members, officers, directors, employees, agents, representatives, suppliers, partners, affiliates, or content providers are found liable for any loss or damages of any kind arising from your use of the Service, or the Content, such liability is expressly excluded to the fullest extent permitted by law; except that, if an arbitrator or court of competent jurisdiction determines that liability of IKR!ATE, LLC, its officers, directors, employees, agents, representatives, suppliers, partners, affiliates, and content providers (as applicable) has arisen, the total of such liability shall be limited in aggregate to the greater of (a) the total fees paid to IKR!ATE, LLC by you (if any), or (b) one hundred U.S. Dollars ($100).

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, IKR!ATE, LLC’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ALSO, CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES OR DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11. DISPUTE RESOLUTION SYSTEM

Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, the parties hereto agree to the following dispute resolution procedure: In the event of any claim, controversy, cause of action or dispute arising out of or related to any transaction conducted on the Service (including the IKR!ATE application), or the breach, enforcement, interpretation, or validity of this Terms of Use, the Agreement generally, or any part(s) thereof (“dispute”), the complaining party shall first try in good faith to settle such dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the dispute, and allowing the receiving party thirty (30) days from the date of notice delivery to respond to the dispute.

11.1. Arbitration

Any dispute between you and IKR!ATE, LLC that arises in whole or in part from the Service, and that is not privately resolved within fourteen (14) days after notice is delivered in accordance with the preceding paragraph, will be exclusively resolved by binding arbitration in Kings County, State of New York, according to the Rules for the Resolution of Commercial Disputes of the American Arbitration Association then in effect. If an arbitrator cannot be mutually agreed upon within sixty (60) days after the date the dispute first arose, each of the disputing parties will choose an arbitrator and those arbitrators will then select another arbitrator to render a final decision. The arbitrator’s final decision, including the amount of any damages, will be exclusive, final, and binding on the disputing parties. The prevailing party in any action involving this Terms of Use is entitled to recover its reasonable attorneys’ fees and costs.

11.2. Jurisdiction

Regardless of where you access the Service from, you hereby expressly agree to be subject to and personally submit to the exclusive personal jurisdiction and venue of the arbitrators and courts located within the geographic area of Kings County, State of New York, to bring, adjudicate, and resolve any dispute or claim against IKR!ATE, LLC, our affiliates, subsidiaries, employees, contractors, officers, directors, shareholders, and Content providers or in any other way arising from or relating to the Service or Content. You further stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of this website and the Service generally. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

11.3. Law Enforcement Compliance

Nothing contained in the Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the IKR!ATE application or the Service generally, or to the information provided to or gathered by us with respect to such use. We may, at our sole discretion, determine whether a particular piece of your Content violates any laws and cooperate with any law enforcement authorities or court order requesting or directing the Service to disclose the identity of anyone posting any Content on the Service. We reserve the right to access and disclose any information including, without limitation, user names of Accounts and other information to comply with applicable laws and lawful government requests.

11.4. Limitations & Waivers

EACH CLAIM OR DISPUTE MUST BE BROUGHT TO ARBITRATION WITHIN TWO (2) YEARS AFTER THE DATE ON WHICH SUCH CLAIM OR DISPUTE AROSE OR IT WILL BE IRREVOCABLY WAIVED. ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS OR DISPUTES TO BE ARBITRATED ON A CLASS ACTION BASIS. YOU HEREBY WAIVE YOUR RIGHT TO A CLASS ACTION LAWSUIT. YOU ALSO HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL AS WELL AS YOUR RIGHT TO CLAIM THAT KINGS COUNTY, IN THE STATE OF NEW YORK, IS AN INCONVENIENT OR IMPROPER FORUM OR VENUE TO HEAR CLAIMS AND DISPUTES CONCERNING THIS AGREEMENT.

11.5. Irreparable Harm

You acknowledge that the unauthorized use of the Service or Content could cause irreparable harm to IKR!ATE, LLC and its users and that in the event of your unauthorized use, we will be entitled to an injunction, specific performance, temporary restraining order, and all other remedies available at law or in equity.

12. GENERAL PROVISIONS

The following provisions will govern any interpretation of this Terms of Use as well as all other parts of the Agreement between you and IKR!ATE, LLC:

12.1. Independent Contractors

All parties hereto are independent contractors. You agree that no agency, partnership, joint venture, or employment relationship is created or exists between you and IKR!ATE, LLC and/or our affiliates unless expressly stated in another agreement. Unless stated otherwise herein, neither party has any authority of any kind to bind the other in any respect.

12.2. Waivers

The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. In order for any waiver of compliance with the Agreement to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. However, such waiver of any provision of the Agreement shall not be considered a waiver of any other provision or of our right to require strict observance of each of the terms herein.

12.3. Severability

If any provision of the Agreement is deemed to be unenforceable or invalid by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that the Agreement will otherwise remain in full force and effect.

12.4. Assignments

You may not assign or transfer the Agreement, including any part of this Terms of Use or any licenses and rights discussed herein, without our prior written consent. Any attempt by you to assign, transfer, delegate or sublicense the Agreement, or any part thereof, without such consent will be null and void. We may assign, transfer, delegate or sublicense the Agreement or any licenses and rights discussed herein, at our sole discretion, without restriction. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

12.5. Force Majeure

Neither of the parties hereto will be deemed to be in violation or breach of contract if performance of the obligations required by the Agreement is delayed or rendered impossible because of any natural disaster, war, terrorist act, earthquake, fire, thunder, lightning, typhoon, tsunami, hurricane, flood, strike, sickness, accident, civil commotion, epidemic, act of government, act of God, alien invasion, rebellion, revolution, riots, explosion, marine accident, strike, lockout, labor dispute, shortage or regulation of energy supply or materials, or other unforeseen event that is beyond the control of either party hereto.

12.6. Notices

All notices we are required to give you may be delivered electronically by email or through the Service. Unless you indicate otherwise prior to our sending of the notice, we may send email notices to your last-supplied email address or the email address that is linked to your user profile. Notices to IKR!ATE, LLC must be sent to: ikriate@ikriate.me. Notices we send you will be deemed delivered when emailed or transmitted by us, and all notices you provide us will be deemed to have been delivered when emailed to us.

12.7. All Rights Reserved

All rights not expressly granted to you herein are reserved and not waived. We reserve the right to enforce our rights to the fullest extent permitted under the laws of any state, country, and international body, including criminal prosecution where available.

12.8. Governing Law.

The Agreement, which includes this Terms of Use, is made in, entered into, governed by, and will be construed in accordance with the laws of the State of New York, U.S.A., without resort to its conflict of laws provisions. THE COMPANY MAKES NO REPRESENTATION OR WARRANTIES THAT MATERIALS IN THIS SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE THE UNITED STATES OF AMERICA. IF YOU ACCESS THE SERVICE FROM OUTSIDE THE BORDERS OF THE U.S.A., BEWARE THAT THIS SITE MAY CONTAIN REFERENCES AND/OR LINKS TO PRODUCTS AND SERVICES THAT ARE NOT AVAILABLE IN OR ARE PROHIBITED BY YOUR STATE OR COUNTRY; AND THAT YOU ACCESS THE SERVICE AT YOUR OWN RISK.

13. CONTACT

 If you have any questions regarding this Terms of Use or any other part of the Agreement, please contact us. All questions, comments, concerns, and notices to IKR!ATE, LLC should be directed via email to: ikriate@ikriate.me