TERMS OF USE 
VERSION 3.0
LAST REVISED ON: January 29, 2014

Welcome to the terms of use for www.getlocket.com and the Services (as defined in the terms of use). As of January 29, 2014, we revised these terms of use. The key change was that as of January 29, 2014, the Services will no longer serve the purpose of compensating users with reward points for engaging with the Services. Going forward, the Services will be focused on content discovery by allowing businesses to engage users by serving directed content through a user’s smartphone lockscreen (as is currently supported) and allowing users to view and engage with content through a user’s smartphone lockscreen that has been curated by other users. If you do not agree to be bound by the terms of this Agreement, you may not use nor access our services. Your continued use of the Services indicates your acceptance of the amended terms of use. You may access the previous terms of use here.

The website located at www.getlocket.com (the “Site”) and the Services are copyrighted works belonging to Locket, Inc. (“Locket”, “us”, “our”, and “we”). Locket provides a mobile application (the “App”, and collectively with the Site and all services provided through the Site and App, the “Services”) that (i) serves as a content discovery platform that allows businesses to engage users by serving directed content through a user’s smartphone lockscreen and (ii) allows users to view and engage with content through a user’s smartphone lockscreen that has been curated by other users. Users who curate content for distribution through the Services (“Casters”) must do so subject to these terms of use. Certain features of the Services, may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. THESE TERMS OF USE (“AGREEMENT”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE, THE APP, OR SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICES.

  1. ACCOUNTS

    1. Account Creation. In order to use certain features of the Site and the App (e.g., to use the Services), you must register for an account with Locket (“Locket Account”) and provide certain information about yourself as prompted by the applicable registration form. For other features, you may access the Services without an account. You represent and warrant that: (a) all required registration information you submit is truthful and accurate and (b) you will provide us updates and maintain the accuracy of such information. You may delete your Locket Account at any time, for any reason, by following the instructions within the Services. Locket may suspend or terminate your Locket Account in accordance with Section 11.

    2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Locket Account login information and are fully responsible for all activities that occur under your Locket Account. You agree to immediately notify Locket of any unauthorized use, or suspected unauthorized use of your Locket Account or any other breach of security. Locket cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

    3. Account Limitations. We do not allow users to create multiple accounts using a single device. An individual who creates multiple accounts using a single device is considered to have breached Locket’s Terms of Use, and Locket has the right to shut down his or her account with or without notice. Locket is available for use in territories outside of the U.S. but only users in the U.S. (excluding minor outlying islands and other U.S. territories) may cash out Reward Points.

  2. CASTERS

    1. Casters. You may become a Caster by complying with the procedures outlined in the Services. You acknowledge that Locket retains the sole right and discretion to terminate your rights as a Caster except as set forth in this Agreement.

    2. User Content of Casters. Your curated content (which may include user generated content) as a Caster is subject to this Agreement as “User Content”. Specifically, this content is subject to the Applicable Use Policy below.

  3. USER CONTENT

    1. User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services (including but not limited to content in the user’s profile or postings, user generated content, or content that has been curated by Casters). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Locket. Because you alone are responsible for your User Content (and not Locket), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Locket is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire.

    2. License. You hereby grant, and you represent and warrant that you have the right to grant, to Locket an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site, the App, and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You agree that this license includes the right for Locket to provide, promote, and improve the Services and to make User Content submitted to or through the Services available to other companies, organizations or individuals who partner with Locket for the syndication, broadcast, distribution or publication of such User Content on other media and services, subject to our terms and conditions for such User Content use. Such additional uses by Locket, or other companies, organizations or individuals who partner with Locket, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the Services. We may modify or adapt your User Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your User Content as are necessary to conform and adapt that User Content to any requirements or limitations of any networks, devices, services or media. You are responsible for your use of the Services, for any User Content you provide, and for any consequences thereof, including the use of your User Content by other users and our third party partners. You understand that your User Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit User Content for such use, it may subject you to liability. Locket will not be responsible or liable for any use of your User Content by Locket in accordance with these terms of use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

    3. Acceptable Use Policy. The following sets forth Locket’s “Acceptable Use Policy”:

      1. You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

      2. In addition, you agree not to use the Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Services; (vi) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vii) provide false or deceptive information (including but not limited to impersonating any person or entity) or (viii) modify, adapt, translate, reverse engineer, decompile or disassemble any of the Services.

    4. Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your Locket Account in accordance with Section 11, and/or reporting you to law enforcement authorities.

    5. Feedback. If you provide Locket any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Locket all rights in the Feedback and agree that Locket will have the right to use such Feedback and related information in any manner it deems appropriate. Locket will treat any Feedback you provide to Locket as non-confidential and non-proprietary. You agree that you will not submit to Locket any information or ideas that you consider to be confidential or proprietary.

  4. INTELLECTUAL PROPERTY; SUSPENSION

    1. License. Subject to the terms of this Agreement, Locket grants you a non-transferable, non-exclusive, license to use the Services for your personal, noncommercial use.

    2. Certain Restrictions. We reserve the right to restrict access to the Services in any way, including the right to limit the number and type of Advertisements that are delivered to you through the Services. In addition, the rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content may not be removed, obscured or modified.

    3. Modification. Locket reserves the right, at any time, (temporarily or permanently) to modify, suspend, or discontinue the Services or any part thereof with or without notice. This includes (but is not limited to) the right to change the value of any Reward Points or the manner in which Reward Points may be redeemed. You agree that Locket will not be liable to you or to any third party for any modification, suspension, or discontinuance of Services or any part thereof.

    4. No Support or Maintenance. You acknowledge and agree that Locket will have no obligation to provide you with any support or maintenance in connection with the Services.

    5. Ownership. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by Locket or Locket’s licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Locket and its suppliers reserve all rights not granted in this Agreement.

  5. REWARD POINTS (Applicable only to users who created accounts and earned Reward Points prior to January 29, 2014)

    1. This section only applies to users who have earned Reward Points prior to January 29, 2014. After January 29, 2014, the earning of Reward Points will not longer be a part of the Services.

    2. For completing certain prescribed actions within the Services prior to January 29, 2014, you may have earned Reward Points.

    3. Redeeming Reward Points. If your Locket Account has accumulated Reward Points that are equal in value to ten dollars ($10.00), you can go to the Locket Cash Out Screen within the Services and redeem the Reward Points. While we reserve the right to modify the way that you can redeem Reward Points, as of the effective date of this Agreement, you can redeem your earned Reward Points by going to the part of the Services called the Cash Out Screen (the “Cash Out Screen”). At the Cash Out Screen you can redeem your Reward points by distributing money to your own PayPal account, pay your bills with participating merchants, purchase a gift card with one of our gift card partners or, by making a distribution to one of our partner charities listed within the Dashboard. You may sometimes receive a premium (get a $25 gift card for $20!) when you elect to redeem your Reward Points in consideration for a gift card rather than pay yourself through PayPal. The Reward Points remain the property of Locket, not you, at all times prior to the time that you successfully redeem your Reward Points through the Services. We may elect to invalidate any Reward Points at our discretion and if we do so, you will no longer be able to redeem them. Please note that the term “dollars” used in this Agreement (other than in Section 10) refer to units of Reward Points and not to any actual currency or legal tender.

    4. Closing Your Account. If you elect to close your Locket Account and you have Reward Points that are equal to or greater in value that ten dollars ($10.00) in your Locket Account, we will ask you to redeem your balance prior to closing your Locket Account. If we terminate your Locket Account and you fail to properly distribute your Reward Points when closing your account, or if at the time of closing the Reward Points in your Locket Account are valued at less than ten dollars ($10), we may elect to invalidate those Reward Points and you will no longer be able to redeem them.

    5. Taxes. Locket complies with all tax reporting requirements. If the money distributed from your Locket Account exceeds applicable reporting requirements, we will report the distributions as income to the appropriate taxing authorities. You will be solely responsible for any and all tax liability arising out of your Locket Account.

    6. Inactivity; Escheat Laws. We value your continued participation in our Service. If, however, your Locket Account is inactive for an extended period of time, we may be required to remit the value of the Reward Points in your Locket Account to the state which you reported to us as the state you last resided in. If we remit funds as required by law, you will need to contact the state, and not us, to obtain the balance of money in your Locket Account.

    7. Bonus Promotion Reward Points. All Bonus Promotion Reward Points, including and not limited to the Friends Referral Program, are subject to a maximum of five dollars ($5.00) per Locket Account per month. We may elect to invalidate any Bonus Promotion Reward Points above the maximum at our discretion and if we do so, you will no longer be able to redeem them. For any Bonus Promotion, including and not limited to the Friends Referral Program, the maximum amount payable to all Locket Account holders is twenty-five thousand dollars ($25,000) per year.

    8. Usage Outside the U.S. All usage outside of the U.S. is not eligible to redeem Reward Points.

  6. PAYMENT. You agree to pay all fees or charges to your Locket Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. As part of the Services, through the Locket store, you may be able to purchase goods or make charitable donations. When doing so, you may be required to provide us with valid information about your PayPal account (“Payment Provider”). Your Payment Provider agreement governs your use of the PayPal account, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing us with your PayPal account and associated payment information, you agree that we are authorized to immediately invoice your Locket Account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us of any change in your PayPal account information used for payment hereunder. We reserve the right at any time to change our prices and billing methods upon notice.

  7. INDEMNITY. You agree to indemnify and hold Locket (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content, (c) your violation of this Agreement, or (d) your violation of applicable laws or regulations. Locket reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Locket. Locket will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

  8. ADS AND THIRD PARTY SITES; OTHER USERS

    1. Third Party Sites & Ads. The Services, including the App, may contain Advertisements and contain links to third party websites and services (collectively, “Advertisements and Third Party Sites”). Such Advertisements and Third Party Sites are not under the control of Locket and Locket is not responsible for any Advertisements, Third Party Sites or any products or services promoted in or on the Advertisements and Third Party Sites. Locket provides these Advertisements and access to Third Party Sites only as a convenience and does not warrant or make any representations with respect to the Advertisements and Third Party Sites. You use all the Advertisements and Third Party Sites, and the products and services promoted in or on the Advertisements and Third Party Sites at your own risk. When you link to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Advertisements and Third Party Sites.

    2. Other Users. Each user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Service users are solely between you and such user. You agree that Locket will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Service user, we are under no obligation to become involved.

    3. Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users or Ads and Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

  9. DISCLAIMERS

THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, OR SECURE. WE DO NOT WARRANT AND SPECIFICALLY DISCLAIM THAT YOU WILL RECEIVE ANY REWARD POINTS, BE ABLE TO REDEEM YOUR REWARD POINTS AND / OR ANY LIABILITY ASSOCIATED WITH ANY PRODUCTS OR SERVICES THAT YOU RECEIVE (OR FAIL TO RECEIVE) IN CONNECTION WITH THE SERVICES AND / OR THE REDEMPTION OF REWARD POINTS. WE FURTHER DISCLAIM THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

  1. LIMITATION ON LIABILITY

IN NO EVENT WILL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: (A) FIFTY US DOLLARS ($50) OR (B) THE VALUE OF ANY REWARD POINTS THAT YOU HAVE REDEEMED IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE CLAIM (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

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

  1. TERM AND TERMINATION. Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Locket Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Locket Account and right to access and use the Services will terminate immediately. You understand that any termination of your Locket Account involves deletion of your User Content associated therewith from our live databases. Locket will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Locket Account or deletion of your User Content. As noted above, in the event of any termination of this Agreement, we may invalidate your Reward Points. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3.2-3.5, 4 –10.

  2. COPYRIGHT POLICY. Locket respects the intellectual property of others and asks that users of our Site, our App, and Services do the same. In connection with our Site, App, and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site, our App, and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, our App, and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

    1. your physical or electronic signature;

    2. identification of the copyrighted work(s) that you claim to have been infringed;

    3. identification of the material on our services that you claim is infringing and that you request us to remove;

    4. sufficient information to permit us to locate such material;

    5. your address, telephone number, and e-mail address;

    6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

    7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Locket is:

LOCKET, Inc. 
305 Second Avenue, Suite 301
New York, NY 10003
E-mail: contact@getlocket.com 

  1. GENERAL

    1. Changes to Terms of Use. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site, our App, or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

    2. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE

      1. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Locket, Inc. or Locket, Inc.’s employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.

      2. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

      3. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

      4. You and LOCKET, Inc. must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR LOCKET, INC. MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, LOCKET, Inc. will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) LOCKET, Inc. also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.

      5. Notwithstanding the foregoing, either You or LOCKET, Inc. may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in New York County, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York County, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York County, New York for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.

      6. With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither You nor Locket will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in New York County, New York.

      7. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

    1. Choice of Law. The Agreement is made under and will be governed by and construed in accordance with the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

    2. Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site, App, and Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Locket is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Locket’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.

    3. Copyright/Trademark Information.Copyright © 2014, LOCKET, Inc. All rights reserved. All trademarks, logos and service marks (“Copyright © 2014, LOCKET, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

    4. Parental Controls. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the following Web sites: GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). We do not endorse any of the products or services listed at such sites.

    5. Information or Complaints. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Services, please send an e-mail to the e-mail address listed below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

    6. Contact Information: 
      LOCKET, Inc. 
      Address: 305 Second Avenue, Suite 301 New York, NY 
      10003
      Email: contact@getlocket.com