ONLY IN, LLC

OnlyIn.com website

TERMS AND CONDITIONS

(Effective Date: 1 June 2017)

Thank you for visiting OnlyIn.com (the “Site”). The terms and conditions listed below (the “Terms”) are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the Site. By accessing or using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use or access the Site.

These Terms constitute the complete agreement between you and Only In, LLC (“Only In,” “we” or “us”) regarding the Site. We may change the Terms at any time by posting a revised Terms of Use on this page; such changes will be effective upon posting. Please read the entire Terms carefully.

This website is based in the United States. Only In makes no claims concerning whether the website and/or the content may be viewed, downloaded, viewed, or appropriate for use outside of the United States. If you access the website or the content from outside of the United States, you do so at your own risk.

Description of the Site

Registration

You must register to use certain features on the Site. Use of any personal information you provide to us during the account creation process is governed by our Privacy Policy (see separate Privacy Policy document. In short – we don’t share your personally identifiable information with other organizations except as required by law.) Your account is for your sole, personal use. You are entirely responsible for maintaining the confidentiality and security of your account and you are responsible for all changes and updates submitted through your account and all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account by sending an email to [email protected]. We reserve the right to suspend access to or close your account at any time for any or no reason.

In creating an account, you represent that all information provided to us in such process is true, accurate and correct. You may not impersonate someone else, create or use an account for anyone other than yourself, or provide an email address other than your own.

Limitations on Use

You must be at least 13 years old to use or access the Site. If you are not 13, you are not permitted to use or access the Site.

Use of the Site

You may use the Site solely for personal and non-commercial purposes. That is to say: You cannot use the Site to make a living unless you enter into a separate agreement with us that says you can. Keep in mind that all applicable laws, rules and regulations and any agreements or terms with third parties to which you are subject still apply. If you want to use the Site in any other manner, you are required to obtain a separate agreement between you and Only In or our prior written consent.

The Site may contain information regarding businesses, establishments, public services, events and other third parties, as well as news, feature stories, images, video, audio and other materials. Although we try our best to ensure that everything passes muster, Only In makes no guarantee that such information is accurate and your use of the information we provide is at your own risk. If you think something looks fishy, please let us know. You agree that you will not hold Only In liable for any inaccurate, incomplete, outdated or missing information on the Site.

Your License to Only In

You own all content you submit to the Site, including but not limited to profile information, reviews, images, text, audio, video, messages, illustrations, and any other materials (“Your Content”). By submitting Your Content you hereby irrevocably grant us a perpetual, world-wide, non-exclusive, royalty-free, sub-licensable and transferable license and right to use Your Content for any purpose and in any media now existing or in the future, except in regard to merchandise sale as noted below. By “use” we mean use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, and create derivative works. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content brought against us. To be clear, we will always give attribution to you when using your work, and will not use your work for sale on/as Only In merchandise without your consent.

You are responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You may be held liable for Your Content. In submitting Your Content to us, you represent that:

• .  You are the sole author of Your Content, and Your Content is not copied from or based on, in whole or in part, any other work or website, except works in the public; and
• .  Use of Your Content by us will not violate or infringe any right of yours or any third party,
• .  You own the rights to Your Content,
• .  With regard to Your Content which are images, audio, or video you agree that at least one of the following is met:
  •     -  You have taken the photograph or created the audio or video being submitted;
  •     -  You own the rights to the image, audio, or video; or
  •     -  You have explicit permission from the rights-holder to submit such image, audio, or video for use on our Site and to grant the rights you have granted herein.

Without limitation you agree that you will not:

• .  Be unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, vulgar, profane, obscene, libelous, hateful or otherwise objectionable;
• .  Violate any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• .  Accuse others of illegal activity, or describe physical confrontations and/or sexual harassment;
• .  Use material that is illegal, or that violates any federal, state, or local law or regulation;
• .  Use material that contains language or images intended to impersonate another person, or offensive or inappropriate user names or signatures;
• .  Disguise or attempt to disguise the origin of Your Content;
• .  Be a shill or a deceptive advertisement or cause, or be a result of, a conflict of interest;
• .  Be commercial in nature, including but not limited to spam, surveys, contests, pyramid schemes or other advertising materials; or
• .  Assert or imply that Your Content is in any way sponsored or endorsed by us, each as determined in our sole discretion.

We may use, post or refuse to post, disable from view, remove or reinstate any content (including Your Content) in our sole discretion. Without limiting the generality of the foregoing, we may, but are not obligated to, hide or remove any of Your Content that we determine, in our sole discretion, to be in violation of the terms hereof. We are not obligated to return any of Your Content to you under any circumstances.

Restrictions on Use

Whether you are being complimentary or critical and whether you are agreeing or disagreeing with a post or a user comment, you should act in a civil manner and must refrain from personal attacks when using the Site. Without limiting the generality of these Terms, you specifically agree not to do the following while using the Site:

• .  ‘Stalk’ or harass other users or persons;
• .  Harm minors in any way;
• .  Falsely state or misrepresent your affiliation with another person or entity;
• .  Infringe any patent, trademark, trade secret, service mark, copyright, or other intellectual property right of another person;
• .  Access or use the account of another user without permission;
• .  Solicit, spam or otherwise advertise to users and/or business using Our Content or the Site;
• .  Distribute unsolicited or unauthorized advertising, surveys, contests, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or other messages for any purposes;
• .  Distribute computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• .  Interfere with, disrupt, or destroy the functionality or use of any features of the Site;
• .  Interfere with, disrupt, or destroy the servers or networks connected to the Site, or disobey any rules or regulations applicable to such servers or networks;
• .  ‘Hack’ or access without permission our proprietary or confidential records, those of another user, or those of anyone else;
• .  Violate any applicable law, rule, or regulation;
• .  Decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Site;
• .  Remove, circumvent, disable, damage or otherwise interfere with security-related features, or features that enforce limitations on use of, the Site; and/or
• .  Modify, copy, publish, license, sell, rent, lease, lend, transfer or otherwise commercialize any rights to the Site or Our Content;

each as determined at our sole discretion.

Content submitted on the site and any contest promoted on the site may not contain, as determined at our sole discretion, any content that:

• .  is sexually explicit or suggestive; unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; profane or pornographic; contains nudity;
• .  promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing); promotes any activities that may appear unsafe or dangerous;
• .  promotes any particular political agenda or message;
• .  is obscene or offensive; endorses any form of hate or hate group;
• .  defames, misrepresents or contains disparaging remarks about other people or companies;
• .  contains trademarks, logos, or trade dress (such as distinctive packaging or building exteriors/interiors) owned by others;
• .  contains any personal identification, such as personal names or e-mail addresses;
• .  contains copyrighted materials owned by others (including photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies or other media);
• .  ontains materials embodying the names, likenesses, voices, or other indicia identifying any person, including, without limitation, celebrities and/or other public or private figures, living or dead;
• .  prominently displays any individual other than the entrant without said individual(s)’ permission;
• .  communicates messages or images inconsistent with the positive images and/or goodwill to which Sponsor wishes to associate; and/or
• .  violates any law.

We may at any time at our sole discretion (i) move, edit, delete, or destroy any materials that you provide or deliver; (ii) access, preserve, or disclose in accordance with our Privacy Policy any materials that you provide or deliver including information that may be collected from you from your web browser or mobile device; (iii) suspend or terminate your access to and use of the Site or any of their features in response to a breach of these Terms, or for any or no reason; or (iv) take any other action available at law in response to a breach of these Terms.

Our Proprietary Rights

We are the sole and exclusive copyright owners of the Site and Our Content, including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, reports and other usage-related data in connection with the other elements and components of the Site, excluding Your Content and third party content (“Our Content”). As between Only In and you, Only In owns all the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the Site and Our Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws. You may not use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, create derivative works, or in any way exploit or allow others to exploit any of Our Content in whole or in part except as expressly authorized by us. Except as otherwise expressly granted to you in writing, we do not grant you any other express or implied right or license to the Site, Our Content or our Intellectual Property Rights.

Digital Millennium Copyright Act (“DMCA”) Notice

We respect the copyright interests of others. If you believe that your copyright has been or is being infringed upon by material found in the Site, you are required to follow the below procedure to file a notification pursuant to the U.S. Digital Millennium Copyright Act (the “DMCA”). You may be subject to liability under Section 512(f) of the DMCA if you knowingly make any misrepresentations on a take-down notice.

• .  Identify in writing the copyrighted material that you claim has been infringed upon;
• .  Identify in writing the material on the Site that you allege is infringing upon copyrighted material, and provide sufficient information that reasonably identifies the location of the alleged infringing material (for example, the user name of the alleged infringer);
• .  Include the following statement: “I have a good faith belief that the use of the content on the Site as described above is not authorized by the copyright owner, its agent, or law”;
• .  Include the following statement: “I swear under penalty of perjury that the information in my notice is accurate and I am the copyright owner or I am authorized to act on the copyright owner’s behalf”;
• .  Provide your contact information including your address, telephone number, and e-mail address (if available);
• .  Provide your physical or electronic signature; and
• .  Send the written communication to:
  •    -  Only In, LLC, 253 West 72nd St, Suite 809, New York, NY 10023
  •    -  Attention: Legal Department — Copyright Notice
  •    -  Email: [email protected]

No Endorsement of Content

Some of the content available through the Site may include materials that belong to third parties. We have no control over, and make no representation or endorsement regarding the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or quality of any product, services, advertisements and other content appearing in or linked to from the Site. We do not screen or investigate third party material before or after including them on our Site. We reserve the right, at our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the content accessible on the Site. Where appropriate, we may at our sole discretion and without any obligation, verify any updates, modifications, or changes to any content accessible on the Site, but shall not be liable for any delay or inaccuracies related to such updates.

Third party content, including those posted by our users, does not reflect our views or that of our affiliates, employees, officers, directors, or shareholders. In addition, none of the content available through the Site is endorsed or certified by the providers or licensors of such third party content. We assume no responsibility or liability for any of Your Content or any third party content. In addition, we do not assume responsibility or liability for any claims, damages or losses resulting from your reliance upon or use of the Site or the materials contained herein. Without limiting the generality of the foregoing, we expressly disclaim any liability for any offensive, defamatory, illegal, invasive, unfair, or infringing content provided by third parties.

Disclaimer of Warranties

YOU BEAR THE ENTIRE RISK OF USING THE SITE AND ANY PRODUCTS OR SERVICES INCLUDED OR ADVERTISED ON, OR LINKED TO FROM, THE SITE. WE MAKE NO WARRANTIES, GUARANTEES, REPRESENTATIONS, OR PROMISES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE INFORMATION CONTAINED, OR PRODUCTS OR SERVICES OFFERED ON THE SITE. THE INFORMATION MAY CONTAIN ERRORS OR OMISSIONS, FOR WHICH WE EXPRESSLY DISCLAIM ANY LIABILITY. THE SITE AND THE ENTIRE CONTENTS THEREOF ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

WE MAKE NO WARRANTIES, GUARANTEES, REPRESENTATIONS, OR PROMISES REGARDING THE COMPATIBILITY OF THE SITE WITH ANY PARTICULAR SOFTWARE OR HARDWARE DEVICES. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR SOFTWARE OR HARDWARE DEVICE(S) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SITE.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR ANY PRODUCTS OR SERVICES INCLUDED OR ADVERTISED ON THE SITE, WHETHER THE CLAIM FOR DAMAGES IS BASED ON CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID TO US, IF ANY, FOR THE USE OF THE SITE.

Miscellaneous

Indemnity

You agree to indemnify, defend, and hold harmless us and our affiliates, subsidiaries, successors, assignees, licensees, directors, officers, employees, agents, contractors, vendors, business partners, owners, and professional advisors from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, collection costs, and reasonable attorney fees) related to (i) Your Content, (ii) your unauthorized use of the Site, or products or services included or advertised in the Site; or (iii) your breach of these Terms.

Changes to the Terms

Only In may modify these Terms from time to time. When changes are made, we will notify you by making the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of the new Terms. If you do not agree to, or cannot comply with, these Terms as modified, you must stop using the Site and, if applicable, cancel your account. You understand and agree that your continued use of the Site after any posted modification to the Terms indicates your acceptance of the modification.

Interpretation

The section and subject headings in these Terms are included for reference only and shall not be used to interpret any provisions of these Terms. These Terms shall not be construed against us on the grounds that we conducted or arranged for the drafting of the Terms.

Governing Law/Dispute Resolution

These Terms are governed exclusively by the laws of the State of New York and the United States. Any controversy or claim relating to these Terms or the Site shall be submitted to the judicial courts located in New York County in the State of New York. You consent to the exclusive jurisdiction of those courts. You must commence any legal action against us within one (1) year after the alleged harm initially occurs. Failure to commence the action within that period shall forever bar any claims or causes of action regarding the same facts or occurrence. WHERE PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS TO A JURY TRIAL.

Waiver; Remedies

The failure by us to partially or fully exercise any rights or the waiver of any breach of these Terms by you shall not prevent a subsequent exercise of such right by us or be deemed a waiver by us of any subsequent breach by you of the same or any other term of these Terms of Use. Our rights and remedies under these Terms of Use shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.

Severability

If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of the Terms shall continue in full force and effect.

All that having been said, we look forward to you joining and thoroughly enjoying being part of the Only In community.