Terms of Service
Last Updated: 10/6/2022
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Please read these Terms of Service (the “Terms”) and our Privacy Notice
(www.passboards.com/privacy-policy) (“Privacy Notice”) carefully because they govern your
use of the photo sharing social media service accessible via the mobile application (“App”) and
the website located at www.passboards.com (the “Site”) offered by Passboards, Inc.
(“Passboards”). To make these Terms easier to read, the App, our services and the Site are
collectively called the “Services.”
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IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS: WHEN YOU
AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION)
TO RESOLVE ANY DISPUTE BETWEEN YOU AND PASSBOARDS THROUGH
BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE
REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR
DETAILS REGARDING ARBITRATION.
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1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If
you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and
using the Services on behalf of a company (such as your employer) or other legal entity, you
represent and warrant that you have the authority to bind that entity to these Terms. In that case,
“you” and “your” will refer to that entity.
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2. Privacy Notice. Please review our Privacy Notice, which also governs your use of the
Services, for information on how we collect, use and share your information.
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3. Changes to these Terms or the Services. We may update the Terms from time to time
in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to
the App and/or may also send other communications. It’s important that you review the Terms
whenever we update them or you use the Services. If you continue to use the Services after we
have posted updated Terms it means that you accept and agree to the changes. If you don’t agree
to be bound by the changes, you may not use the Services anymore. Because our Services are
evolving over time we may change or discontinue all or any part of the Services, at any time and
without notice, at our sole discretion.
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4. Who May Use the Services?
While some aspects of the Services are provided to all users, for other aspects such as the App,
you must be at least 13 years of age (or such other minimum age at which you can provide
consent to data processing under the laws of your territory), and not otherwise barred from using
the App under applicable law. If you are over 13 years of age but under the age of majority in
your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian
has read these Terms, and accepts them on your behalf. Parents and legal guardians are
responsible for the acts of their minor children when using the App, whether or not the parent or
guardian has authorized such acts. In order to use the App you’ll need an account. It’s important
that you provide us with accurate, complete and current account information and keep this
information up to date. If you don’t, we might have to suspend or terminate your account. To
protect your account, keep the account details and password confidential, and notify us right
away of any unauthorized use. You’re responsible for all activities that occur under your
account.
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5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for
improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that
we are free to use it without any restriction or compensation to you.
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6. Your Content.
(a) Posting Content. Our Services may allow you to store or share content such as
text (in posts or communications with others), files, documents, graphics, images, music,
software, audio and video. Anything (other than Feedback) that you post or otherwise
make available through the Services is referred to as “User Content”. Passboards does
not claim any ownership rights in any User Content and nothing in these Terms will be
deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available
through the Services you hereby grant to Passboards a non-exclusive, transferable,
worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create
derivative works based upon, distribute, publicly display, and publicly perform your User
Content in connection with operating and providing the Services.
(c) Your Responsibility for User Content. You are solely responsible for all your
User Content. You represent and warrant that you have (and will have) all rights that are
necessary to grant us the license rights in your User Content under these Terms. You
represent and warrant that neither your User Content, nor your use and provision of your
User Content to be made available through the Services, nor any use of your User
Content by Passboards on or through the Services will infringe, misappropriate or violate
a third party’s intellectual property rights, or rights of publicity or privacy, or result in the
violation of any applicable law or regulation.
(d) Removal of User Content. You can remove your User Content by specifically
deleting it. You should know that in certain instances, some of your User Content (such
as posts or comments you make) may not be completely removed and copies of your
User Content may continue to exist on the Services. To the maximum extent permitted by
law, we are not responsible or liable for the removal or deletion of (or the failure to
remove or delete) any of your User Content.
(e) Passboards’ Intellectual Property. We may make available through the Services
content that is subject to intellectual property rights. We retain all rights to that content.
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7. Rights and Terms for Apps.
(a) App License. If you comply with these Terms, Passboards grants to you a limited
non-exclusive, non-transferable license, with no right to sublicense, to download and
install the App on your personal computers, mobile handsets, tablets, wearable devices,
and/or other devices and to run the App solely for your own personal non-commercial
purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or
create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend
or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the
App (unless applicable law permits, despite this limitation); or (iv) make the functionality
of the App available to multiple users through any means.
(b) Additional Information: Apple App Store. This Section 7(b) applies to any App
that you acquire from the Apple App Store or use on an iOS device. Apple has no
obligation to furnish any maintenance and support services with respect to the App. In the
event of any failure of the App to conform to any applicable warranty, you may notify
Apple, and Apple will refund the App purchase price to you (if applicable) and, to the
maximum extent permitted by applicable law, Apple will have no other warranty
obligation whatsoever with respect to the App. Apple is not responsible for addressing
any claims by you or any third party relating to the App or your possession and use of it,
including, but not limited to: (i) product liability claims; (ii) any claim that the App fails
to conform to any applicable legal or regulatory requirement; and (iii) claims arising
under consumer protection or similar legislation. Apple is not responsible for the
investigation, defense, settlement and discharge of any third-party claim that your
possession and use of the App infringe that third party’s intellectual property rights.
Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your
acceptance of the Terms, Apple will have the right (and will be deemed to have accepted
the right) to enforce these Terms against you as a third-party beneficiary thereof. You
represent and warrant that (A) you are not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a terrorist-
supporting country; and (B) you are not listed on any U.S. Government list of prohibited
or restricted parties. You must also comply with any applicable third-party terms of
service when using the App.
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8. General Prohibitions and Passboards’ Enforcement Rights. You agree not to do any
of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes,
misappropriates or violates a third party’s patent, copyright, trademark, trade secret,
moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or
regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or
deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes
discrimination, bigotry, racism, hatred, harassment or harm against any individual or
group; (vi) is violent or threatening or promotes violence or actions that are threatening to
any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the Services or any individual element within the
Services, Passboards’ name, any Passboards trademark, logo or other proprietary
information, or the layout and design of any page or form contained on a page, without
Passboards’ express written consent;
(c) Access, tamper with, or use non-public areas of the Services, Passboards’
computer systems, or the technical delivery systems of Passboards’ providers;
(d) Attempt to probe, scan or test the vulnerability of any Passboards system or
network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent
any technological measure implemented by Passboards or any of Passboards’ providers
or any other third party (including another user) to protect the Services;
(f) Attempt to access or search the Services or download content from the Services
using any engine, software, tool, agent, device or mechanism (including spiders, robots,
crawlers, data mining tools or the like) other than the software and/or search agents
provided by Passboards or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email,
junk mail, spam, chain letters or other form of solicitation;
(h) Use the Services, or any portion thereof, for any commercial purpose or for the
benefit of any third party or in any manner not permitted by these Terms;
(i) Attempt to decipher, decompile, disassemble or reverse engineer any of the
software used to provide the Services;
(j) Interfere with, or attempt to interfere with, the access of any user, host or network,
including, without limitation, sending a virus, overloading, flooding, spamming, or mail-
bombing the Services;
(k) Collect or store any personally identifiable information from the Services from
other users of the Services without their express permission;
(l) Impersonate or misrepresent your affiliation with any person or entity;
(m) Violate any applicable law or regulation; or
(n) Encourage or enable any other individual to do any of the foregoing.
Passboards is not obligated to monitor access to or use of the Services or to review or edit any
content. However, we have the right to do so for the purpose of operating the Services, to ensure
compliance with these Terms and to comply with applicable law or other legal requirements. We
reserve the right, but are not obligated, to remove or disable access to any content, including
User Content, at any time and without notice, including, but not limited to, if we, at our sole
discretion, consider it objectionable or in violation of these Terms. We have the right to
investigate violations of these Terms or conduct that affects the Services. We may also consult
and cooperate with law enforcement authorities to prosecute users who violate the law.
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9. DMCA/Copyright Policy. Passboards respects copyright law and expects its users to do
the same. It is Passboards’ policy to terminate in appropriate circumstances account holders who
repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Please see Passboards’ Copyright Policy at www.passboards.com/copyright-policy, for further
information.
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10. Links to Third Party Websites or Resources. The Services (including the App) may
allow you to access third-party websites or other resources. We provide access only as a
convenience and are not responsible for the content, products or services on or available from
those resources or links displayed on such websites. You acknowledge sole responsibility for and
assume all risk arising from, your use of any third-party resources.
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11. Termination. We may suspend or terminate your access to and use of the Services,
including suspending access to or terminating your account, at our sole discretion, at any time
and without notice to you. You may cancel your account at any time by sending us an email at
support@passboards.com. Upon any termination, discontinuation or cancellation of the Services
or your account, the following Sections will survive: 6(b), 6(c), 6(e), 8, 11, 12, 13, 14, 15, 16 and
17.
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12. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT
WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY
DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY
WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We
make no warranty that the Services will meet your requirements or be available on an
uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy,
timeliness, truthfulness, completeness or reliability of any information or content on the
Services.
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13. Indemnity. You will indemnify and hold Passboards and its officers, directors,
employees and agents, harmless from and against any claims, disputes, demands, liabilities,
damages, losses, and costs and expenses, including, without limitation, reasonable legal and
accounting fees arising out of or in any way connected with (a) your access to or use of the
Services, (b) your User Content, or (c) your violation of these Terms.
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14. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER
PASSBOARDS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING,
PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR
DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST
BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST
OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO
USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT PASSBOARDS OR ITS SERVICE
PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL
PASSBOARDS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE
SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY
YOU TO PASSBOARDS FOR USE OF THE SERVICES OR ONE HUNDRED
DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO
PASSBOARDS, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN PASSBOARDS AND YOU.
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15. Governing Law and Forum Choice. These Terms and any action related thereto will be
governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of
California, without regard to its conflict of laws provisions. Except as otherwise expressly set
forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined
below) that you and Passboards are not required to arbitrate will be the state and federal courts
located in the County of San Francisco, and you and Passboards each waive any objection to
jurisdiction and venue in such courts.
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16. Dispute Resolution.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or
controversy arising out of or relating to these Terms or the breach, termination,
enforcement, interpretation or validity thereof or the use of the Services (collectively,
“Disputes”) will be resolved solely by binding, individual arbitration and not in a
class, representative or consolidated action or proceeding. You and Passboards agree
that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these
Terms, and that you and Passboards are each waiving the right to a trial by jury or to
participate in a class action. This arbitration provision shall survive termination of these
Terms.
(b) Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to
resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to
seek injunctive or other equitable relief from a court to prevent (or enjoin) the
infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted
by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules
(the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules
are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start
arbitration must submit a written Demand for Arbitration to AAA and give notice to the
other party as specified in the AAA Rules. The AAA provides a form Demand for
Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless
we both agree to a different location. The parties agree that the arbitrator shall have
exclusive authority to decide all issues relating to the interpretation, applicability,
enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be
governed by the AAA Rules, and we won’t seek to recover the administration and
arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute
frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and
won’t seek to recover them from you. If you prevail in arbitration you will be entitled to
an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the
arbitrator shall determine all issues of liability on the merits of any claim asserted by
either party and may award declaratory or injunctive relief only in favor of the individual
party seeking relief and only to the extent necessary to provide relief warranted by that
party’s individual claim. To the extent that you or we prevail on a claim and seek public
injunctive relief (that is, injunctive relief that has the primary purpose and effect of
prohibiting unlawful acts that threaten future injury to the public), the entitlement to and
extent of such relief must be litigated in a civil court of competent jurisdiction and not in
arbitration. The parties agree that litigation of any issues of public injunctive relief shall
be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND PASSBOARDS AGREE THAT EACH MAY
BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further,
if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate
another person’s claims with your claims, and may not otherwise preside over any form
of a representative or class proceeding. If this specific provision is found to be
unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 16(f) of these
Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction
decides that any part of these Terms is invalid or unenforceable, the other parts of these
Terms will still apply.
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17. General Terms.
(a) Reservation of Rights. Passboards and its licensors exclusively own all right, title
and interest in and to the Services, including all associated intellectual property rights.
You acknowledge that the Services are protected by copyright, trademark, and other laws
of the United States and foreign countries. You agree not to remove, alter or obscure any
copyright, trademark, service mark or other proprietary rights notices incorporated in or
accompanying the Services.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding
and agreement between Passboards and you regarding the Services, and these Terms
supersede and replace all prior oral or written understandings or agreements between
Passboards and you regarding the Services. If any provision of these Terms is held
invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that
provision will be enforced to the maximum extent permissible and the other provisions of
these Terms will remain in full force and effect. Except where provided by applicable law
in your jurisdiction, you may not assign or transfer these Terms, by operation of law or
otherwise, without Passboards’ prior written consent. Any attempt by you to assign or
transfer these Terms absent our consent or your statutory right, without such consent, will
be null. Passboards may freely assign or transfer these Terms without restriction. Subject
to the foregoing, these Terms will bind and inure to the benefit of the parties, their
successors and permitted assigns.
(c) Notices. Any notices or other communications provided by Passboards under
these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices
made by email, the date of receipt will be deemed the date on which such notice is
transmitted.
(d) Waiver of Rights. Passboards’ failure to enforce any right or provision of these
Terms will not be considered a waiver of such right or provision. The waiver of any such
right or provision will be effective only if in writing and signed by a duly authorized
representative of Passboards. Except as expressly set forth in these Terms, the exercise by
either party of any of its remedies under these Terms will be without prejudice to its other
remedies under these Terms or otherwise.
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18. Contact Information. If you have any questions about these Terms or the Services,
please contact Passboards at support@passboards.com.