Terms of Service

February, 2012

1. Introduction

Thank you for using SCRUFF. By accessing the SCRUFF website ("Site"), mobile device software application (the "SCRUFF Software"), and any other mobile or web services or applications owned, controlled or offered by Perry Street Software, Inc. (collectively, the "SCRUFF Services") you agree and acknowledge to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not access the Site or use the Services. Perry Street Software, Inc. reserves the right to change these Terms at any time. We recommend that you periodically check this Site for changes.

2. Usage License

SCRUFF grants you a limited license to access the Site and use the Services in accordance with these Terms and the instructions and guidelines posted on the Site. SCRUFF reserves the rights to terminate your license to use the Site and Services at any time and for any reason or in the future charge for commercial usage.

3. No Warranty and Limitation of Liability

SCRUFF PROVIDES THE SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. SCRUFF SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INFORMATION ACCURACY, INTEGRATION, INTEROPERABILITY OR QUIET ENJOYMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

You understand and agree that you use the Site and Services at your own discretion and risk and that you will be solely responsible for any damages that arise from such use. UNDER NO CIRCUMSTANCES SHALL SCRUFF BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES, DAMAGES INCURRED THROUGH ANY LINKS PROVIDED ON THE SITE AND THE NONPERFORMANCE THEREOF AND DAMAGES RESULTING FROM LOSS OF USE, SALES, DATA, GOODWILL OR PROFITS, WHETHER OR NOT SCRUFF HAS BEEN ADVISED OF SUCH POSSIBILITY. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THIS SITE OR SERVICES OR WITH SCRUFF SHALL BE TO TERMINATE USE OF THIS SITE AND SERVICES. Some states do not allow the exclusion of liability for incidental or consequential damages, so the above exclusions may not apply to you.

BEFORE USING ANY SCRUFF SERVICES, PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE. BY ACCESSING, BROWSING AND/OR USING THE SCRUFF SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND, BY ALL CONSENTS AND DISCLOSURES SET FORTH IN THIS DOCUMENT, ALL OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY FUTURE MODIFICATIONS TO THIS TERMS OF SERVICE, AND ALL GUIDELINES (COLLECTIVELY, THE "AGREEMENT"), WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN PLEASE CEASE USING THE SCRUFF SERVICES IMMEDIATELY.

THE AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND SCRUFF.

THE SCRUFF SERVICES ARE AVAILABLE FOR INDIVIDUALS AGED 18 YEARS OR OLDER.

  • AGE RESTRICTED ACCESS. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) YEARS IN PLACES WHERE EIGHTEEN (18)YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW, POSSESS OR OTHERWISE USE SCRUFF OR THE SCRUFF SOFTWARE OR ANY SERVICES AFFILIATED WITH OR ASSOCIATED WITH SCRUFF OR THE SCRUFF SOFTWARE.
  • AFFIRMATION OF CURRENT ADULT STATUS. YOU HEREBY AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) YEARS IN PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) AND YOU ARE CAPABLE OF LAWFULLY ENTERING INTO AND PERFORMING ALL THE OBLIGATIONS SET FORTH IN THIS AGREEMENT

THE SCRUFF SERVICES ARE INTENDED ONLY AS PERSONAL, LOCATION-BASED SERVICES FOR INDIVIDUAL USE AND SHOULD NOT BE USED OR RELIED ON AS AN EMERGENCY LOCATOR SYSTEM, USED WHILE DRIVING OR OPERATING VEHICLES, OR USED IN CONNECTION WITH ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR INACCURACY OF THAT APPLICATION OR THE SCRUFF SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.

YOU ACKNOWLEDGE AND AGREE THAT SCRUFF HAS OFFERED THE SCRUFF SERVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH BELOW. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SCRUFF, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SCRUFF. SCRUFF WOULD NOT BE ABLE TO PROVIDE THE SCRUFF SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.

4. Privacy

We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement or any Guidelines at any time. Please check this Agreement and all Guidelines periodically for changes. Your continued use of the SCRUFF Services after the posting of any modifications or changes constitutes your binding acceptance of such changes. Please note that additional and/or different conditions and terms of use may apply to services or products provided through one or more of our partners, advertisers, or business associates, and you should refer to those before using such services or products. For any material changes to this Agreement or any Guidelines, you acknowledge and agree that any such amended or modified terms shall automatically be effective thirty (30) days after they are initially posted on SCRUFF Services.

5. Intellectual Property (Trademarks & Copyrights)

SCRUFF, the SCRUFF logo and the SCRUFF design are trademarks or trade dress of SCRUFF, and may not be used without express written permission from SCRUFF, other than for attribution. All other trademarks not owned by SCRUFF that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SCRUFF.

SCRUFF-originated content included on the Site, such as text, graphics, logos, software and the compilation of all content on the Site, is the property of SCRUFF and its licensors and protected by United States and international copyright laws. Except as set out in these Terms, no reproduction of any SCRUFF-originated content is permitted without written permission from SCRUFF.

It is SCRUFF's policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

6. Fees, Subscriptions, and Payments for Credits

While the Standard Service on SCRUFF is free for use, additional data charges may apply for mobile users through their mobile app store. If you would like to buy any Premium Service on SCRUFF, you do this with 'Credits' and/or with in-app subscriptions. Credits are the SCRUFF currency you use to buy any Premium Service. You will be advised of the charge for the Credits before making payment and being billed. All payments must be made by you through a charge through your app store. You agree to pay all fees and charges incurred in connection with your Service (including any applicable taxes) at the rates in effect when the charges were incurred. You won't be able to cancel your order for Credits once we start to action your request. You agree that sale of Credits is final. No refunds will be given, except at our sole and absolute discretion. All Credits are forfeited if your account is terminated or suspended for any reason, in Perry Street Software's sole and absolute discretion. BETWEEN YOU AND PERRY STREET SOFTWARE, YOU, AND NOT PERRY STREET SOFTWARE, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR MOBILE DEVICE, PAYPAL, CREDIT OR DEBIT CARD BY AN APP STORE OR THIRD PARTY WHO HAD ACCESS TO THESE ACCOUNTS, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU.

Subscriptions are managed by the App Store directly. Subscriptions are valid for 30 days. Payment will be charged to your App Store account at confirmation of purchase. Your subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period. Your account will be charged the price listed at the top of this screen for renewal within 24-hours prior to the end of the current period. Subscriptions may be managed and auto-renewal may be turned off by going to the Account Settings screen in the App Store app on your device after purchase. No cancellation of the current subscription is allowed during active subscription period.

7. Suggestions and Improvements

By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.

8. Third parties

The Service may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.

Some of the services made available through the Service are provided in connection with third parties and subject to additional terms posted here which are incorporated herein by reference.

9. PROHIBITED USES

YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:

  1. use the SCRUFF Services or any location information displayed within the SCRUFF Services to "stalk", harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect, or store location or personal information about other;
  2. include offensive or pornographic materials in your SCRUFF Services personal profile page;
  3. use the SCRUFF Services for any commercial or non-private use, it being understood that the SCRUFF Services are for personal, non-commercial use only;
  4. use the SCRUFF Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
  5. make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the SCRUFF Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
  6. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the SCRUFF Services accounts of other Users;
  7. misrepresent the source, identity or content of information transmitted via the SCRUFF Services;
  8. remove, circumvent, disable, damage or otherwise interfere with security-related features of the SCRUFF Services, features that prevent or restrict use or copying of any content accessible through the SCRUFF Services, or features that enforce limitations on use of the SCRUFF Services;
  9. intentionally interfere with or damage operation of the SCRUFF Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
  10. post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
  11. post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
  12. use the SCRUFF Service with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or otherwise capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management, or similar applications;
  13. use the SCRUFF Service in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the SCRUFF Services could lead directly to death, personal injury, or severe physical or property damage.
  14. attempt to gain unauthorized access to the SCRUFF Services, or any part of it, other accounts, computer systems or networks connected to the SCRUFF Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the SCRUFF Services or any activities conducted on the SCRUFF Service;
  15. use any robot, spider, scraper or other automated means to access the SCRUFF Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the SCRUFF Services or modify the SCRUFF Services in any manner or form, nor to use modified versions of the SCRUFF Services, including (without limitation) for the purpose of obtaining unauthorized access to the SCRUFF Services;

10. User Content

The SCRUFF Services allow the submission of content and materials (such as pictures, reviews, ratings, ideas, notes, concepts, or creative suggestions) by you and other Users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize SCRUFF to use, all intellectual property and any other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the SCRUFF Services and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the SCRUFF Services and this Agreement. For clarity, you shall retain all of your ownership rights in your User Submissions.

SCRUFF assumes no responsibility whatsoever in connection with or arising from User Submissions. SCRUFF assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time SCRUFF chooses, in its sole discretion, to monitor User Submissions, SCRUFF nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting User Submissions. Further, SCRUFF does not endorse and has no control over the content of User Submissions submitted by other Users. SCRUFF makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions.

Responsibility for Your Content

You alone are responsible for Your Content, and once published, it cannot always be withdrawn. 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 represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by SCRUFF.

You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; 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; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation

Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against SCRUFF and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content.

Advertising

SCRUFF and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Tracking

SCRUFF reserves the right to anonymously track and report aggregate user activity within its application.

Other

We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

11. Indemnification

You agree to indemnify, defend, and hold SCRUFF, its affiliated companies, and its suppliers and partners (harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys' fees, arising out of or related to (a) your use or misuse of any location information or the SCRUFF Services generally, (b) any violation of the rights of any other person or entity by you, (c) any breach or violation by you of this Agreement, or (d) your use the SCRUFF Services to meet another User in-person or to locate and attend any offline place or event. SCRUFF 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.

12. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

YOU AND SCRUFF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SCRUFF SERVICES MUST COMMENCE WITHIN ONE (1) MONTH AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.