Platial - Terms of Use

Updated: January 7, 2008

We welcome you to the Platial.com and Frappr.com websites, and ask that you observe the requirements in this User Agreement (“Agreement”). In fact, this Agreement is critical to our ability to provide the website and service, create a collaborative environment where people can share their maps with the world (aka the Peoples Atlas), and make the service the best it can be. While our attorneys have drafted this Agreement to address all sorts of potentially problematic things, we have done our best to state the terms here in a plain manner so that anyone can understand them. If you think we missed that mark, we welcome your feedback by email at feedback@platial.com.

1. Description of our Service.

Platial.com and Frappr.com (the “Sites”) are collaborative, user-created, social-mapping websites and services offered by Platial, Inc. (“Platial”). They enable users to find, create and use meaningful maps of places that matter to you. They can connect people, neighborhoods, cities and countries through a citizen-driven, common context that goes beyond traditional geopolitical boundaries. The Platial Service includes the Sites, tools, syndicated applications, and an application programming interface (or API) that provides a set of methods for accessing and updating annotated geographical data (in this Agreement, we refer to these as the “Service”).

While maps may be interesting for people under 13, the Service is intended for and offered solely to adults. You must be 13 years or older to use these sites. In accordance with the Federal Children’s Online Privacy Protection Act of 1998 (COPPA), Platial will never knowingly solicit nor will it accept personally identifiable information from users known to be under thirteen (13) years of age. Please see our Privacy Policy for additional information and information on how to notify us of any concerns in this regard.

2. Acceptance of this Agreement and Incorporation of Related Policies.

Portions of the Service are publicly available to all visitors to the Sites. Other portions of the Service are available only to registered members (“Members”). Regardless of whether you are a visitor or a registered Member, this Agreement applies to you and covers your use of the Service, including without limitation participating in on-line forums, bulletin boards, wikis, and chats through Platial.com and Frappr.com. This Agreement also references other important policies of Platial that are linked directly to it. These other policies consist of Platial’s Privacy Policy (available at http://www.platial.com/privacy) and DMCA Copyright Policy (available at http://www.platial.com/copyright) and are, by this reference, expressly incorporated into this Agreement. By registering as a Member with the Service, or by using the Service in any manner, you acknowledge and agree to all of the terms stated in this Agreement (including thePrivacy Policy and DMCA Copyright Policy).

3. Content Submitted for Inclusion or Made Available on the Service.

(a) Fair Use and the Public Domain. We believe in creating a collaborative environment that reduces barriers to the sharing of content and information through the Service. Therefore, nothing in this Agreement is intended to reduce, limit, or restrict any rights arising from fair use, first sale or other limitations on the exclusive rights of the copyright owner under copyright law or other applicable laws. In addition, much of the raw data used on the Sites and through the Service is not protectible by U.S. copyright law. For example, longitude and latitude data, titles, dates, and URLs (e.g., the information maintained in Placecards found on the Service) are not typically protected by U.S. copyright law. We do however respect that compilations of data may be protectible under U.S. copyright law, and this is addressed below in Section 3(d) of this Agreement.

(b) Your Copyright Ownership and License to Platial. One of the features of Platial and it's sites is that it permits Members to populate maps with their own data, text, links, tags, feeds, graphics, photos, audio and video clips, messages, profiles, and other information content (“Content”) through, for example, the “Create A Map” or “Add a Place to a Map” features. When you post your own copyrightable Content on or through the Service, using these or other features of the Service, you retain ownership of any copyright you claim to your submitted Content. However, by posting your Content through the Service you simultaneously grant Platial a royalty-free, perpetual, irrevocable, non-exclusive worldwide license to (i) use, reproduce, publish, edit, translate, modify, adapt, distribute, perform, and display the Content alone or as part of other works in any form, media, or technology whether now known or later developed, and to (ii) freely and fully sublicense such rights through single or multiple tiers of sublicensees.

You also expressly acknowledge and agree that Platial shall have the right to grant a Creative Commons Attribution-NonCommercial-ShareAlike 2.5 License (“CC BY-NC-SA License”), available at http://creativecommons.org/licenses/by-nc-sa/2.5/legalcode, for all Content posted on or through the Service, including Content you post on or through the Service. In cases where Platial licenses out Content through the CC BY-NC-SA License, you agree that any attribution required under the CC BY-NC-SA License shall be at minimum to the Service, in addition to any attribution to the individual user whose name or username is associated with the Content.

(c) Compilations of Content Licensed Under CC BY-NC-SA License. The compilation of the Content by the Service, all data enhancements or annotations to latitude or longitude (including without limitation comments, descriptions and tags), and all derivative works, reproductions, distributions, public performances and displays, and enhancements and modifications thereof, are the exclusive property of Platial and protected by United States and international copyright laws. For the avoidance of doubt, any Content submitted by you is owned by you, but the compilation of any such Content is owned by Platial. Platial makes the compilation of this data available through a Creative Commons Attribution-NonCommercial-ShareAlike 2.5 License, available at http://creativecommons.org/licenses/by-nc-sa/2.5/legalcode.

(d) Links to Other Sites.

The Service contains links to other websites or resources. Platial has no control over such external sites and resources. You agree that (i) Platial is not responsible for the availability or accuracy of such external sites and resources, and (ii) Platial does not endorse nor is it responsible or liable for any content, advertising, products, or materials on or available from such external sites and resources.

(e) Inappropriate User-Submitted Content. Platial prohibits certain user conduct and Content described below (see section 4) and, without obligation, will use reasonable efforts to eliminate such conduct and Content from the Service. Nevertheless, you acknowledge and agree that (i) Platial is not and cannot be responsible for Content posted by users on the Service, (ii) you may be exposed to any such materials or Content, and (iii) you must bear all risks associated with the exposure to and/or use of any Content, including without limitation any reliance on the accuracy, completeness, or usefulness of such Content.

4. Visitor and Member Conduct.

As a condition of use, you agree to the following:

(a) Personal Use Only. The Sites and Service are intended for personal use only. Commercial use is not allowed. You agree that you will not use the Service for commercial purposes. In circumstances where a business uses the Service for the sole purpose of identifying location and business hours, such use will be considered a 'personal use' in compliance with this agreement. Commercial entities and local business are encouraged to contact us at business@platial.com for specific commercial use and sponsorship opportunities going beyond merely identifying location and hours.

(b) Your Username, Your Password and Your Account Access. As a condition of becoming a Member of Platial.com or Frappr.com, you are required to select a username and password. While Platial will keep your username and password confidential in accordance with our Privacy Policy, you are responsible for safeguarding the confidentiality of your username, password and application keys that you use to access any secure areas of the Sites or the Service. You agree not to disclose your password or key to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Platial of any unauthorized use of your password.

(c) Conduct Under Your Username. You are solely and entirely responsible for all Content that you submit, post, email, display or otherwise make available via the Service, or that you allow others to submit, post, email, display or otherwise make available under your username. You understand and agree that Platial does not control and is not responsible for Content made available through the Service, and by using the Service you may be exposed to Content that is offensive, indecent, inaccurate, misleading or otherwise objectionable. You must bear all risks associated with the exposure to and/or use of any Content, including without limitation any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will Platial be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Sites and/or Service. Platial shall have the right (but not the obligation) in its sole discretion to modify, refuse, delete or move any Content that is available via the Service.

(d) Prohibited Conduct. You agree to all of the following while using the Service:

You must not post, email or otherwise make publicly available Content that (i) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful in any way; (ii) harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iii) impersonates any person or entity, including, but not limited to, a Platial employee, or falsely states or otherwise misrepresents your affiliation with a person or entity; (iv) includes personal or identifying information about another person without that person's explicit consent; (v) is false, deceptive, misleading, deceitful, misrepresentative, or constitutes "bait and switch"; (vi) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (vii) violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability; or (viii) is pornographic or depicts a human being engaged in acted sexual conduct.

You must not post, link, or promote pornographic content including words, pictures, photos, sounds, video or text.

You must not send unsolicited email, junk mail, "spam", chain letters, or promotions or advertisements for products or services including, but not limited to, Content that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement or that constitutes or contains any form of advertising or solicitation if (i) posted in areas of the Sites which are not designated for such purposes; (ii) emailed to Platial users who have requested not to be contacted about other services, products or commercial interests, that includes links to commercial services or web sites, except as allowed in the Service; or (iii) that advertises any illegal services or the sale of any items the sale of which is prohibited or restricted by applicable law.

You must not access, tamper with, or use non-public areas of the Sites, Platial computer systems, or the technical delivery systems of Platial's providers.

You must not attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures.

You must not forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Sites, Content and/or Service to send altered, deceptive or false source-identifying information.

You must not attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Sites, Content and/or Service.

You must not interfere with, or attempt to interfere with, interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment or the access of any user, host or network, including, without limitation, sending a virus or worms, overloading, flooding, spamming, or mail-bombing the Sites or the Service.

You must not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Sites, unless expressly permitted by Platial.

You must not post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on Platial's infrastructure, as determined at the sole discretion of Platial.

You must not use the Service for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable Content.

(e) Co-op Membership Agreement. Once you have created 500 Places at unique Locations, you may be invited to become a member of the Platial Co-Op Membership Program. You can learn more about Co-Op Memberships at http://www.platial.com/coopterms.

5. Site Access License.

Platial offers various parts of the Sites in GeoRSS format so that users can embed individual feeds into a personal website or blog, or view Content through third party software news aggregators. Platial permits you to display, excerpt from, and link to the RSS feeds on your personal website or personal blog, provided that (a) your use of the RSS feed is for personal, non-commercial purposes only, (b) each title is correctly linked back to the original Content on the Sites and redirects the user to the Content when the user clicks on it, (c) you provide, adjacent to the RSS feed, proper attribution to "Platial" as the source, (d) your use or display does not suggest that Platial promotes or endorses any third party causes, ideas, web sites, products or services, (e) your use does not overburden Platial's systems. Platial reserves all rights in the content of the RSS feeds and may terminate any RSS feed at any time.

Platial permits and enables you to display on your website or hyperlink to any public part of our sites for noncommercial and/or news reporting purposes (e.g., for use in personal blogs or personal online media). The total number of Places displayed on your website must not exceed one thousand (1000) Places.

Any registered Platial user can apply for a Platial api key. This key will allow us to track usage of our api service. At this time the api is available for non-commercial use through application only. Platial reserves the right to throttle and limit data requests from the database at any time even with the use of the api. We would be happy to consider commercial exceptions. For inquiries, please email us at commercialuse@platial.com.

6. Termination.

If you violate any terms of this Agreement, your permission to use the Service will automatically terminate. Platial also reserves the right to revoke your access to and use of the Service, delete or deactivate your account, or block your email or IP address at any time, with or without cause. You agree that Platial shall not be liable to you or any third party for any termination of your access to the Service.

You can terminate your Platial membership account at any time and for any reason. To delete your account, please send us an email message to feedback@platial.com.

All provisions of this Agreement will survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

7. Disclaimer of Warranties.

YOU AGREE THAT USE OF THE SITES, CONTENT AND/OR SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SITES, CONTENT AND SERVICE ARE PROVIDED "AS-IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, PLATIAL EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PLATIAL MAKES NO WARRANTY THAT THE SITES, CONTENT AND SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PLATIAL MAKES NO WARRANTY REGARDING THE TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, TRUTH, COMPLETENESS OR RELIABILITY OF THE SITES, CONTENT AND SERVICE. PLATIAL DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITES, CONTENT OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE SITES. TO THE FULLEST EXTENT PERMITTED BY LAW, PLATIAL DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SITES, CONTENT OR SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PLATIAL OR THROUGH THE SITES, CONTENT AND/OR SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME STATES DO NOT ALLOW THE EXCLUSIONS OF WARRANTIES, IN WHICH CASE THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU HEREBY RELEASE PLATIAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO ANY DISPUTES RELATING TO THE SITES, CONTENT AND/OR SERVICE.

8. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PLATIAL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITES, CONTENT, AND/OR SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE THE SITES, CONTENT, AND/OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PLATIAL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT PLATIAL IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, PLATIAL WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITES OR THROUGH THE SERVICE. YOU AGREE THAT THE AGGREGATE LIABILITY OF PLATIAL TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITES, CONTENT AND/OR SERVICE IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE PAID TO PLATIAL FOR ACCESS TO AND USE OF THE SITES, CONTENT, AND/OR SERVICE, OR $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLATIAL AND YOU.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

9. Indemnification.

You agree to defend, indemnify, and hold Platial, its officers, directors, employees and agents harmless from and against any claims, demands, liabilities, damages, losses, and expenses made by any third party, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to, or use of, the Sites, Content, and/or Service, and/or your violation of this Agreement.

10. General Provisions.

(a) Entire Agreement. This Agreement, including the Platial DMCA Copyright Policy, Privacy Policy, and Trademark Policy, constitute the entire agreement between you and Platial and governs your use of the Service, and supersedes and replaces any prior agreements between Platial and you regarding the Service. There are no understandings, agreements or representations with respect to the subjects of this Agreement (including the DMCA Copyright Policy and Privacy Policy) not specified here. Platial shall not be bound by any additional provisions that may appear in any communication(s) from you. This Agreement may not be modified without the mutual written agreement of Platial and you.

(b) Governing Laws. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts governing Multnomah County, Oregon.

(c) Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

(d) Waiver and Severability. No term or provision of this Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties to this agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

(e) Future Modifications of this Agreement. From time to time, Platial may revise this Agreement. When that happens, Platial will provide you with at least 10-days advanced notice of materially significant changes by posting a notice on the Sites. We may also send you an email if you have registered your email with us. By continuing to access or use the Sites, Content and/or Service, you agree to be bound by the revised Terms of Use.

(f) Future Changes in or Elimination of the Service. Platial reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Service or any part thereof with or without notice. You acknowledge and agree that in such instances Platial shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

(g) Assignment. Platial may assign this Agreement to any successor or purchaser of Platial of all or substantially all of its assets. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Platial. Any such purported assignment or delegation by you without the appropriate prior written consent of Platial shall be null and void and of no force and effect.

(h) Headings. Section titles and headings in this Agreement are for convenience only, and have no legal or contractual effect.

(i) Trademarks. Platial, The People’s Atlas, and the Platial logo/logotype, Frappr! and the Frappr logo/logotype and any combination of the foregoing, whether integrated into a larger whole or standing alone, are trademarks of Platial.

(j) Contact Information. Please send us any questions, comments, or feedback about this Agreement, or report any violations of this Agreement, by emailing us at feedback@platial.com.