Welcome, and thank you for your interest in hatchli, owned and operated by GAIN, LLC. hatchli is a mobile application and website which provides entrepreneurs with two primary services: (1) feedback for business ideas, and (2) analytics. To summarize generally how hatchli functions:
Users submit their business ideas in the form of pictures and a short description. Their ideas are made viewable to other Users, who may express approval or disapproval of the idea by either swiping right or left. Based on the number of positive or negative swipes that a User’s idea receives, the User may solicit feedback through free form text communication or a survey from those who voted. Users may also provide each other with the opportunity for special offers, promotions and more.
To perform its analytics function, hatchli will collect certain non-personally identifying data from its Users as a condition to use. It will also give Users the opportunity to share other non-personally identifying data. Users will have the option to purchase the data of those who voted on their ideas from the Company, the purpose being to enable the Users to assess the appeal of their ideas among varying demographics.
In order to use hatchli, we must first agree on certain terms and conditions. This End User License Agreement ("Agreement") is a binding agreement between those accessing the Services (the “Users” or “you”), and GAIN, LLC (the "Company", “we” or “us”). This Agreement governs your use of hatchli on the iOS and Android platform, (the "Application"), and the website. Use of the Application and website for the purposes stated in the preceding paragraphs are collectively referred to as the “Services.”
2. User Content. “User Content” means all business information and information related to the identity of the User that the User submits, publishes, posts, displays (hereinafter “posts”), or otherwise makes available through use of the Services, including all Analytics Data, plans, presentations, images, pictures, data, text, music, sound, photographs, graphics, video, messages, or other materials related to the identity of the User and the business for which the User seeks evaluation and analytics.
The Company reserves the right to prescreen your User Content (but has no obligation to do so), and may review and delete any content, messages, double-blind emails, photos or profiles, in each case in whole or in part, that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, that might damage the reputation of the Company, or that might violate the rights, harm, or threaten the safety of other Users.
YOU, AND NOT THE COMPANY, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU MAKE AVAILABLE THROUGH THE APPLICATION. YOU HEREBY WAIVE ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST THE COMPANY WITH RESPECT TO ANY ACTIVITIES, USER CONTENT, PRODUCTS, ACTIONS OR INACTIONS OF ANY USER, FORMER USER, OR THIRD PARTY IN CONNECTION WITH USE OF THE APPLICATION OR USER CONTENT, INCLUDING WITHOUT LIMITATION, ANY ILLEGAL, DEFAMATORY, OFFENSIVE, OR UNAUTHORIZED CONDUCT BY ANY OF THE hatchli USERS.
3. License Grant to User. Subject to the terms of this Agreement, the Company grants the User a limited, non-exclusive, non-sublicensable, non-transferable, personal license to download, install and use the Application for the User’s personal, non-commercial use on any single device that the User owns or controls ("Device"), solely for the User (1) to post and evaluate User Content, and (2) participate in any surveys, offers, or promotions made by the Users, and (3) to purchase and use any Analytics Data that the Company may offer for sale. The Users are only permitted to exercise this limited license as permitted by the Usage Rules set forth in the Apple App Store Terms and Conditions (located at http://www.apple.com/legal/itunes/appstore/us/terms.html).
You represent and warrant that:
(1) your User Content is original, and you did not copy it from someone else. You agree to make your User Content available through the hatchli Services, and to grant the Company the rights granted to it in these Terms;
(2) your User Content and the display of your User Content does not and will not infringe the intellectual property rights or other rights of any person or entity, including without limitation any copyright, moral rights, trademark, patent, right of publicity or right of privacy;
(3) your User Content does not contain material that is incomplete, defamatory or libelous obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy, in violation of anyone’s rights, including their privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
(4) your User Content is accurate, true, not misleading or deceptive and does not offer or disseminate deceptive, fraudulent, or otherwise illegal goods, products, services, schemes, or promotions; and
(5) you will promptly withdraw any information that you know to be inaccurate, incomplete, misleading or false.
4. License Restrictions. The Users may not use the Services, or any User Content encountered through the Services for any purposes other than those described in the introductory paragraphs. These restrictions in this Section shall continue to apply after this Agreement has terminated. Users shall not:
(a) copy the Services or User Content by taking a screen shot of any User Content or reproduction by any other means or technology;
(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the User Content or Services;
(c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
(d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices encountered through the Services;
(e) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the User Content or Services;
(f) otherwise use the User Content or Services for any purpose not expressly permitted by this Agreement.
5. License Grant to Company. The User hereby grants the Company and its affiliates a worldwide, perpetual, royalty-free, transferable, sublicensable, nonexclusive license to collect, use, publicly display and publicly perform, publish, reproduce, modify, distribute, and sell the User Content for the purpose of providing Users with the ability to exercise the limited license described in Section 3. The Company intends to only display the User Content to each User for a transient period of time. As between the User and the Company, the User owns and retains all other rights in the User Content.
6. Company Content through the Services.
(a) The Company owns and retains all copyrights, trademarks, interfaces, graphics, design, compilation, information, data, computer code, products, software, services, and Analytics Information provided through the Services (the “Materials”), that are not owned by the Users. This Agreement doesn’t include a grant of intellectual property or proprietary rights to the Materials, and you may not use the hatchli name, trademarks, or any other brand features without express, written permission.
(b) You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement. The only rights you acquire are to use the Services in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement.
(c) User Content, Third Party Materials, advice, statements, offers, or other information or content made available through the Services by Users or third parties, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information through the Services. Nor does the Company adopt, endorse or accept responsibility for any loss or damage resulting from your reliance on information or other content posted through the Services or transmitted to or by any of the Users.
7. Updates. The Company may from time to time in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
(a) the Services will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.
8. Third-Party Materials.
(a) The Services may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
(b) You agree that any Third Party Materials may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Third Party Materials. No portion of the Third Party Materials may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Materials, in any manner, and you shall not exploit the Third Party Materials in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Third Party Materials in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Company is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Third Party Materials.
9. Suspension; Term and Termination.
(a) The term of Agreement commences when you download the Application or register through the Website and acknowledge your acceptance to these Terms, and will continue in effect until terminated by you or the Company as set forth in this Section 9.
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Device.
(c) The Company may suspend your access to the Services or terminate this Agreement and your right and license to use the Services at any time and for any reason without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you have violated any of the Terms of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Services and User Content, and delete all copies of the Services from your Device and account.
(e) Termination will not limit any of the Company's rights or remedies at law or in equity.
10. Account Security. You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password by emailing firstname.lastname@example.org.
11. YOUR INTERACTION WITH OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT hatchli DOES NOT IN ANY WAY SCREEN ITS USERS, NOR DOES hatchli INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS.
12. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND ANY THIRD PARTY MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR REPLACEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST US ARISING OUT OF YOUR USE OF THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. In no event shall the Company’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
14. Indemnification. You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Services, or your breach of this Agreement through unauthorized copying of the User Content or otherwise. Furthermore, you agree that the Company assumes no responsibility for the content you submit or make available through the Services, including all User Content.
15. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.
16. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
17. Copyright Infringement Complaints. We respect the intellectual property rights of others and we prohibit Users from uploading, posting or otherwise transmitting through the Services any materials that violate another party’s intellectual property rights or that constitutes another person's proprietary information. Any infringing materials posted by any User can be identified and removed pursuant to our Digital Millennium Copyright Act (the "DMCA") compliance process, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
18. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
19. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
20. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
22. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the Terms of this Agreement shall govern.