Last Updated: 12/27/2011

Appstrip Terms of Service

Welcome, and thank you for your interest in the AppStrip web site and cross-promotion service (collectively, the "Appstrip Service"), offered to you by Appstrip ("Appstrip").

1. Acceptance of Terms of Service

By submitting a request for access to the Appstrip Service, registering for an account, or otherwise using or accessing the AppStrip Service, you acknowledge that you have read and agree to be bound by the following Terms of Service (the "Terms"), as amended from time to time, as set forth below.

2. Privacy Policy and Guidelines

a. Privacy Policy. Please take a moment to read Appstrip's Privacy Policy (the "Privacy Policy"), which describes Appstrip's practices with respect to the collection, use, and disclosure of your personal information.

b. Guidelines. In connection with your access and use of the Appstrip Service, Appstrip may make available to you additional rules, policies, guidelines, and other similar information relating to your use of the Appstrip Service (collectively, the "Guidelines"), which you must comply with.

c. Incorporation. The Privacy Policy and Guidelines are hereby incorporated by reference into, and made a part of, these Terms.

3. The Appstrip Service

a. Eligibility; Use of the Appstrip Service. In order to use the Appstrip Service, you must be an actual human user, at least thirteen (13) years of age, register for a single account on the Appstrip Service, and agree to these Terms. You must register for an account to be eligible to use the Appstrip Service, and be eligible to receive Appstrip Credits. The information you provide upon registration must be complete and accurate, and must be kept up to date at all times. If you are registering an account on behalf of an organization, you represent and warrant that you have the authority to bind such organization, and references to "you" in these Terms will be construed to be references to your organization. Upon approval of your application, and subject to your ongoing compliance with these Terms (including any and all Guidelines), Appstrip grants you permission to access and use the Appstrip Service in accordance with these Terms and the intended features of the Appstrip Service.

b. Modifications. You agree that Appstrip reserves the right to modify or discontinue any part of the Appstrip Service, including any accounts, and to remove the data you provide, either temporarily or permanently, at any time, without notice and without any liability to you. Appstrip will not be held responsible or liable for, but not limited to, timeliness, removal of information, failure to store information, inaccuracy of information, or improper delivery of information.

c. AppStrip Widget. Appstrip provides you, an authorized user, with a free of charge widget consisting of a snippet of HTML code (including an identifier referencing your account) that enables you to expose features of the Appstrip Service within your own Facebook application page to help drive additional sign ups and promotion of other games (the "Widget"). You may embed Widgets on a Facebook application page you own or control solely as provided to you by Appstrip and without modification of any kind, and in accordance with any applicable additional posted guidelines or restrictions. You may not sublicense or further distribute or syndicate the Widget. With the sole exception of the snippet of HTML code provided to you by Appstrip for inclusion on your site, you may not reproduce or distribute any Appstrip materials on any other website. You must ensure that any logos, branding and other visual interface elements are visible and unmodified, and that any and all links back to the Appstrip Service or other third party web properties included in the Widget are implemented without modification and are functional across browsers. You may not use Widgets in a way that might confuse third parties as to the source or origin of the Widgets or the content they contain, the service the Widget connect to, or the content on the site you embed the Widget on. Further, your rights with respect to what materials you may incorporate into third party services are governed by separate terms, which may prohibit the use of Widgets. It is solely your responsibility to determine whether such use is permitted by a particular third party provider.

d. Clicks. Valid Clicks you accumulate from your widget generate credit towards return traffic to your Facebook application ("Appstrip Credits"), as further described herein. As used herein, "Valid Click" means a click by an actual human user, other than any an individual that is your employee, independent contractor, affiliate or agent, or otherwise acting on your behalf, on a link in a properly implemented Widget, and for which such user has not been given any financial or other incentive to click (including without limitation any virtual currency or property), expressly excluding any and all traffic generated by any bot, spider, or other automated process, or through the use of any other technique or device designed to provide inflated or otherwise misleading click statistics. The determination of whether or not a particular click is a Valid Click, and how many Appstrip Credits to issue therefor is at the sole discretion of Appstrip.

e. Accruing Appstrip Credits. As further provided in these Terms, Appstrip issues Appstrip Credits to you as a result of Valid Clicks, as follows: you accrue credits for your Valid Clicks, at a rate determined by Appstrip in its discretion, based on equitable metrics related to your Valid Clicks, such as the quality of the traffic referred, the implementation method of the Appstrip within your app, your click-through rates, the particular link clicked on in your Appstrip, and the location of the user generating the Valid Click. In any case, you will redeem less than one Appstrip Credit for each Valid Click. We reserve the right to change conversion rates from time to time on a going forward basis in our discretion.

f. Redeeming Credits. Appstrip Credits are redeemed for you automatically through the Appstrip Service, meaning that if you have available Appstrip Credits, a link to your Facebook application may be displayed in Widgets published on other Appstrip users' Facebook application pages. Note that availability of Appstrip Credits in your account does not guarantee that your link will be so displayed. Appstrip Credits are automatically deducted from your running balance when your link is clicked ("Inbound Clicks"). Appstrip weights the value of Inbound Clicks differently, based on equitable metrics such as the location of the user originating the Inbound Click, the quality of the link, and click through rates. Accordingly, while the rate at which Appstrip Credits are redeemed for Inbound Clicks may vary, each inbound click requires the redemption of at least one Appstrip Credit. We reserve the right to change conversion rates from time to time on a going forward basis.

g. Reporting Data. Appstrip provides you with information through your account on your Valid Clicks, Appstrip Credits, and Inbound Clicks. In the event that you are unsatisfied with the Appstrip Service, including conversion rates of Valid Clicks to Appstrip Credits, or Appstrip Credits to Inbound Links, your sole remedy is to terminate your use of the Appstrip Service and these Terms.

4. Appstrip Credits

a. Appstrip Credits. Appstrip Credits constitute a limited, personal right for you to use features of Appstrip Service when, as, and if allowed by Appstrip, in accordance with these Terms and any applicable Guidelines. Appstrip Credits are not real-world currency and have no monetary value. Appstrip Credits are nontransferable, and cannot be used, exchanged, or redeemed except as provided in these Terms. Without limiting the generality of the foregoing, transfer (whether by sale, loan, gift, assignment, barter, exchange, devise, or otherwise) of Appstrip Credits, or use of Appstrip Credits on behalf of any third party is strictly forbidden. Features of the Appstrip Service which allow you to accumulate, manage, and redeem your Appstrip Credits, and the materials associated with those features, may use terms such as "buy", "sell", "commission" and "exchange" to refer to such issuance and use the Appstrip Service. Use of such terms does not indicate any ownership right or measurable value outside the Appstrip Service.

b. Restrictions. You agree and acknowledge that Appstrip, as applicable, may deny or place limitations or restrictions on any issuance, or redemption of Appstrip Credits, individually or with respect to general volume, at any time and for any reason. Appstrip may halt, suspend, discontinue, or reverse any Appstrip Credits transaction (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations, or your disruptions to or interference with the Appstrip Service, as applicable.

c. Sole Determination, Adjustments. All Appstrip Credits issued to you in respect of your Valid Clicks are subject to review and adjustment, including adjustments based on subjective factors such as the quality of the traffic being generated through your implementation of the Appstrip. If you would like to contest adjustments made to your account, you should contact customer support by email at support@appstrip.com. To the fullest extent permitted by law, you waive all claims against Appstrip related to the accrual or redemption of Appstrip Credits unless you submit the claim to us within thirty (30) days of the applicable accrual or redemption event. If you are not satisfied with the service for any reason, your sole remedy is to terminate your account, as provided in these Terms. Appstrip reserves the right to terminate any account for violation of these Terms, or for any misuse, abuse, or fraudulent use of the Appstrip Service, or if you are no longer reachable at the e-mail address provided.

5. Code of Conduct

In order to use Appstrip, you must agree to comply with the following Code of Conduct. You agree to:
Adhere to all rules and regulations set forth by Facebook in its Terms of Service for developers and users; Not modify any code or materials made available to you by Appstrip, including without limitation the Appstrip Widget code; Not modify the appearance of Appstrip other than from within tools on Apprstip.com intended for this purpose; Not use pornographic or offensive material in any network or cross ads; Not falsify click information. Anyone found to be in violation of any of the above, or anything else not stated that goes against the good nature and intention of Appstrip, may be removed from Appstrip for a set amount of time, as determined by Appstrtip, up to and including permanent termination.

6. Intellectual Property Ownership

Appstrip retains ownership of all right title and interest in and to the Appstrip Service, and any associated information (including Valid Click, Inbound Click, and other Appstrip usage information and data), software, graphics, and other technology and materials included in or related to the Appstrip Service, or otherwise made available to you in connection with your use of the Appstrip Service, including all copyrights, trademarks, patents, trade secrets, and any other intellectual property or other proprietary rights therein and thereto. By using the Appstrip Service, you will not acquire any rights, whether express or by implication, estoppel, or otherwise, to any of Appstrip's intellectual property rights.

7. User Submissions License Grant; Representations and Warranties.

a. License Grant to Appstrip. The Appstrip Service may allow you to submit content, including text, images, and other media files ("User Submissions"). You retain all right, title and ownership to all intellectual property rights in original aspects of your User Submissions. By submitting User Submissions to the Appstrip Service, you hereby grant to Appstrip a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise utilize Your User Submissions in connection with developing, enhancing, operating, providing, syndicating, promoting, and advertising the Appstrip Service. You also agree to waive (and cause to be waived) any claims and assertions of so called "moral rights" with respect to your User Submissions.

b. User Submissions Representations and Warranties. You are solely responsible for Your User Submissions and the consequences of posting or publishing them. By uploading and publishing Your User Submissions, You affirm, represent, and warrant that: (1) You are the creator and owner of or have all the necessary licenses, rights, consents, and permissions to authorize Appstrip to use and distribute Your User Submissions in the manner consistent with the features of the Appstrip Service and these Terms; (2) Your User Submissions do not and will not: (a) infringe, violate, or misappropriate 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 or (b) slander, defame, libel, or invade the right of privacy or other property rights of any other person; and (3) Your User Submissions do not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that may have the effect of compromising any security or access control feature of the Appstrip Service. Violators of third-party rights may be subject to criminal and civil liability. Appstrip reserves all rights and remedies against any Users who violate these Terms.

c. User Submissions Disclaimer. You understand that when using the Appstrip Service You will be exposed to User Submissions or other content from a variety of sources, and that Appstrip is not responsible for such User Submissions and other third party content. Appstrip does not endorse any User Submissions, and Appstrip expressly disclaims any and all liability in connection with User Submissions and other content. Appstrip reserves the right to determine in its sole discretion whether to remove any User Submission or other content. For clarity, Appstrip does not permit copyright infringing activities on the Appstrip Service.

8. Digital Millennium Copyright Act

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Appstrip website are covered by a single notification, a representative list of such works on the Appstrip website;

iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Appstrip to locate the material;

iv. Information reasonably sufficient to permit Appstrip to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, "I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law."); and

vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.").

b. Designated Agent. Appstrip's Designated Copyright Agent to receive notifications of claimed infringement can be reached at support@appstrip.com. For clarity, only DMCA notices should go to the Appstrip Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Appstrip customer service. Please note that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

9. Term and Termination

a. Appstrip. You agree that Appstrip, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with Appstrip or your use of the Appstrip Service and remove and discard all or any part of your account, profile information, and any Appstrip Credits previously issued to you, at any time. You agree that any termination of your access to the Appstrip Service or any account you may have or portion thereof may be effected without prior notice, and you agree that Appstrip will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Appstrip may have at law or in equity.

b. You. Your only remedy with respect to any dissatisfaction with (i) the Appstrip Service or any portion thereof (including the issuance or non-issuance of Appstrip Credits), (ii) any term of these Terms, (iii) any policy or practice of Appstrip in operating the Appstrip Service, (iv) conversion rates of Valid Clicks to Appstrip Credits, or Appstrip Credits to Inbound Clicks, or (v) any content or information transmitted through the Appstrip Service, is to terminate these Terms and your account. You may terminate these Terms at any time by discontinuing use of any and all parts of the Appstrip Service, and sending a written notice to Appstrip at the address below.

c. Survival. Any provision that by its nature is intended to provide for an ongoing obligation, including without limitation Sections 6, 9, 11, 12, and 13, will survive any termination of these Terms.

10. Modification of these Terms.

Appstrip reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms (including modifying the "commission" rate at which clicks generate credits, and the rates at which credits can be redeemed for clicks) at any time by posting the amended Terms to the Appstrip Service. Please check these Terms and any Policies periodically for changes. In the event that such modifications materially alter your rights or obligations, Appstrip will use commercially reasonable efforts to notify you directly of the change, such as through the use of a pop-up window in the Appstrip Service, or by sending an email to the address you provide upon registration. Your continued use of the Appstrip Service after the changes become effective constitutes Your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective upon the earlier of (a) Your use of the Appstrip Service with actual notice of the new terms, or (b) thirty (30) days after they are initially posted on the Appstrip Service; provided however, that any dispute that arises under this Agreement shall be resolved according to the version of the terms that were in place at the time the dispute arose.

11. Indemnification

You agree to defend, indemnify, and hold Appstrip harmless from and against any and all liability, claims, damages, costs and expenses, including any attorney fees, that could arise from, but not limited to, your use of the Appstrip Service; any breach of these Terms; your violation of any third party right; your User Submissions and any other content posted by you whilst using this Service; and any application, materials or other products or services you promote or offer through or in connection with the Appstrip Service.

12. Disclaimer of Warranties and Limitation of Liability

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE APPSTRIP SERVICE IS AT YOUR OWN RISK AND WE CANNOT ASSUME RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT. APPSTRIP IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. APPSTRIP EXPRESSLY MAKES NO WARRANTY THAT ANY PART OF THE APPSTRIP SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS FREE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APPSTRIP DOES NOT WARRANT THAT YOUR USE OF THE APPSTRIP SERVICE WILL LEAD TO DISPLAY OF YOUR LINK IN WIDGETS PUBLISHED BY THIRD PARTIES, OR TO INCREASED TRAFFIC TO YOUR APPLICATION, ACCRUAL OF APPSTRIP CREDITS, OR REDEMPTION OF CREDITS FOR INBOUND CLICKS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT APPSTRIP WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY ERRORS; MISTAKES; INACCURACIES; LOSS OF DATA; DISRUPTION OF SERVICE; PROPERTY DAMAGE, INCLUDING, BUT NOT LIMITED TO, SOFTWARE OR HARDWARE FAILURES; WHILST USING THE SERVICE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL APPSTRIP'S LIABILITY ARISING OUT OF, OR IN CONNECTION, WITH THIS AGREEMENT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY YOU TO APPSTRIP OR FIFTY DOLLARS ($50 USD).

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

13. Miscellaneous.

These Terms will be governed by and construed in accordance with the laws of New Zealand, without giving effect to any conflict of law principles. You agree that the courts residing in New Zealand will have exclusive jurisdiction over disputes arising under these Terms. These Terms and any rights granted hereunder, may not be transferred or assigned by you, whether by sale or stock or assets, merger, change of control, or otherwise, but may be assigned by Appstrip without limitation. You and Appstrip are independent contractors, and neither of us is an agent, representative or partner of the other. These Terms set forth the entire agreement between Appstrip and you, and supersede any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in these Terms is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of these Terms will remain in full force and effect.

14. Notices.

Appstrip may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings, including pop-up messages, on the Appstrip website. Notice will be deemed given twenty-four hours after email is sent, unless Appstrip is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Appstrip website is deemed given 30 days following the initial posting.

15. Disclosures.

The services are offered by Appstrip Inc. Appstrip can be contacted via email at support@appstrip.com. Appstrip is governed by Cerebralfix Ltd.