KWICKEYE, INC. TERMS OF USE

Effective as of January 20th, 2013

Welcome to Kwickeye.com and the Kwickeye service (the "Service"). These Terms of Use ("Terms of Use") govern access to and use of the Service via our website located at www.kwickeye.com (the "Site"). The Service and the Site are made available by Kwickeye, Inc. ("us," "we," or "Kwickeye"). Please review the following terms carefully. By accessing or using the Site or the Service, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, you may not access or use the Site. As an early user of the Service, we may ask you from time to time for your input regarding the Service, the Site and or the Kwickeye App including suggestions, testimonials, comments, ratings reviews and other information ("Feedback"). We would appreciate your candid Feedback. Any such Feedback you provide will become the property of Kwickeye and we may use and share your Feedback freely without your consent for our business purposes, including without limitation continuing to improve the Service, the Site. You agree that Kwickeye does not have to pay you for the Feedback. By accepting your submission, Kwickeye does not waive any rights to use similar or related Feedback previously known to Kwickeye, or developed by its employees, or obtained from sources other than you. You understand that you are using an early version of the Service and that we are likely to make additional changes to the Service and the Site before we make the Service and the Site generally available for use. These Terms of Use include a release by you of all claims for damage against us that may arise out of your use of the Service, the Site or the Kwickeye App. By using any of these, you agree to this release. PRIVACY POLICY Kwickeye respects the privacy of its users. Please refer to Kwickeye's Privacy Policy (found here: https://www.kwickeye.com/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Site or the Service, you signify your agreement to this Privacy Policy. ABOUT THE SERVICE The service is a social platform that makes it fun, practical and easy to discover and gift kids items. Kwickeye lets you add 'any' item from 'any' store with a click of a button and instantly share your childs' wishlists with everyone in your close circle through activity feeds. Your family/friends can anonymously reserve those items any time and you get exactly what you wanted The service is a social platform that makes it fun, practical and easy to discover and gift kids items. Kwickeye lets you add 'any' item from 'any' store with a click of a button and instantly share your childs' wishlists with everyone in your close circle through activity feeds. Your family/friends can anonymously reserve those items any time and you get exactly what you wanted The service makes it easy for users to discover and build their online portfolio of favorite kids shops/products with just one click of the "Kwickadd" button. The service does not limit a user's portfolio to any single website or retailer. By adding friends and family to a user's social circle, the user's social circle can see updates to the user's shopping wishlist. Friends and family can reserve gifts from a user's wishlist and purchase the item on the wishlist from the actual vendor website. The service is intended for non-commercial users and we plan to introduce functionality for business users (such as vendors of kids products) over time. REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE You need to be at least 13 years old to register for and use the Service. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. Registration for the Service does not give you permission to utilize the Service for commercial purposes. If you want to use the Service for commercial purposes you must create a business account and agree to our Business Terms of Service. Commercial use indicates accounts established by businesses to promote or advertise their own products or merchandize. You are responsible for any activity that occurs under your screen name. You are responsible for keeping your password secure, and you agree to notify us immediately of any unauthorized use of your password and/or account. Kwickeye will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your user name or password. You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and video clips, links or other content on your Profile (the "Profile Content") or any other information that you post, upload, link to or otherwise make available on your Profile or via the Service. You agree that we are only acting as a passive conduit for your online distribution and publication of your Profile Content.

USE RESTRICTIONS. Your permission to use the Site is conditioned upon the following restrictions: You agree that you will not under any circumstances:

  • post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
  • provide false or inaccurate information when registering an account;
  • make false statements on your Profile or include Profile Content that is inaccurate, misleading or deceptive;
  • knowingly and without consent impersonate another actual person or otherwise violate Section 528.5 of the California Penal Code;
  • use the Service for any unlawful purpose or for the promotion of illegal activities. International users agree to comply with all local laws regarding online conduct and acceptable content.;
  • copy, modify, distribute or use any Profile Content or exploit the Service for any commercial purpose not contemplated by these Terms of Use without the express, written consent of Kwickeye;
  • copy, modify, distribute rights or use Kwickeye's copyrights and trademarks;
  • distribute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation;
  • attempt to, or harass, abuse or harm another person or group;
  • use another user's account without permission or transfer your Kwickeye account to another party without Kwickeye's consent;
  • interfere or attempt to interfere with the proper functioning of the Service, including by transmission of any worms or viruses or any code of a destructive nature;
  • take any action that may interfere with any feedback or ratings systems;
  • make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
  • bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
  • publish or link to malicious content intended to damage or disrupt another user's browser or computer.

POSTING AND CONDUCT RESTRICTIONS. The following rules pertain to your Profile Content. By transmitting and submitting any Profile Content, you agree as follows:

  • You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
  • You will not post information that is malicious, false or inaccurate;
  • You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
  • You hereby affirm we have the right to determine whether any of your Profile Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.

Kwickeye takes no responsibility and assumes no liability for any Profile Content that you post using the Service. Kwickeye does not, and cannot, pre-screen or monitor all Profile Content or independently verify the accuracy of Profile Content. However, at our discretion, we, or technology we employ, may monitor and/or record you interactions with the Service. ONLINE CONTENT DISCLAIMER Statements and other information or content made available by Users on their Profiles through the Site, the Service, but not directly by Kwickeye, are those of the respective Users, and should not necessarily be relied upon. Such Users are solely responsible for such content. Kwickeye does not guarantee the accuracy, completeness, or usefulness of any information on the Site, the Service and neither does Kwickeye adopt or endorse, nor is Kwickeye responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Kwickeye. Kwickeye takes no responsibility and assumes no liability for any Profile Content that a User posts or sends over the Service. Under no circumstances will Kwickeye be responsible for any loss or damage resulting from any third party's reliance on Profile Content. Though Kwickeye strives to enforce these Terms of Use, you may be exposed to Profile Content that is inaccurate, misleading or objectionable. Kwickeye reserves the right, but has no obligation, to monitor Profile Content and to limit or deny your access to the Service or take other appropriate action if you violate these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. E-mails sent between you and any other User that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law. Kwickeye shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or these Terms of Use or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of misuse of our Service, please contact us Info@Kwickeye.com. LICENSE GRANT By posting any Profile Content via the Service (including information relating to your social media pages such as data, statistics and hashtags) you hereby expressly grant, and you represent and warrant that you own all rights in such Profile Content, or otherwise have a right to grant, to Kwickeye a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Profile Content and your name, voice, and/or likeness as contained in your Profile Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use solely in connection with the Service. Subject to the license granted to us in these Terms of Use, you own your Profile Content and any intellectual property rights associated with your Profile Content. You may remove Profile Content, but the license that you have granted remains in effect. You further represent and warrant that the posting and use of your Profile Content on or through the Service does not and will not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and that the posting of your Profile Content on the Site does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you post on or through the Kwickeye Services. INTELLECTUAL PROPERTY You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site, the Kwickeye App and the Service (including any content of Kwickeye included or displayed therein ("Kwickeye Content")), including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Site may be trademarks of their respective owners. Kwickeye hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Kwickeye Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the Services. We reserve all rights that are not expressly granted to you under these Terms of Use. LINKS TO OTHER SITES AND/OR MATERIALS As part of the Service, Kwickeye and the Profiles may provide you with information and convenient links to third party website(s), advertisers, services, information, materials, products, services, special offers, or other events or activities that are not owned or controlled by Kwickeye (e.g., vendor websites such as Amazon) ("Third Party Sites and Services"). These links are provided as a courtesy to our users. Kwickeye does not store or automatically update information and data collected from or by Third Party Sites and Services. You must manually input statistics or other information generated from or by these Third Party Sites and Services. Kwickeye has no control over Third Party Sites and Services or the promotions, materials, information, goods or services available on these Third Party Sites and Services. Such Third Party Sites and Services are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Kwickeye, and Kwickeye is not responsible for any Third Party Sites or Services accessed through the Site. Inclusion of, linking to or permitting the use or installation of any Third Party Site and Services does not imply, suggest or constitute any sponsorship, approval or endorsement thereof by Kwickeye. Kwickeye's display of specific options available through Third Party Sites and Services does not suggest a recommendation by Kwickeye of the Third Party Sites and Services. You agree that Kwickeye is in no way responsible for the accuracy, timeliness or completeness of information it may obtain from Third Party Sites and Services. Your interaction with any Third Party Site and Service accessed through the Site or the Service is at your own risk, and Kwickeye will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such Third Party Sites and Services or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with Third Party Sites and Services. You may register with Kwickeye through your account with certain third party social networking services, specifically Facebook. When you register through your Facebook account, you will be asked to login to the Service using your Facebook account credentials. By creating an Account via your account with Facebook, you are allowing Kwickeye to access your Facebook account information and you are agreeing to abide by the applicable terms and conditions of Facebook in your use of the Services via Facebook. Members have the option to disable the connection between their Kwickeye Account and Facebook account at any time by accessing the Facebook account and disconnecting access to the Services. If you decide to leave the Site and access, use and/or purchase the Third Party Sites and Services, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT (a) Termination of Repeat Infringer Accounts. Kwickeye respects the intellectual property rights of others and requests that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Kwickeye has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service, the Site or the Kwickeye App who are repeat infringers. Kwickeye may terminate access for users who are found repeatedly to provide or post protected third party content without necessary rights and permissions. (b)DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Site infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by sending the following information in writing to Kwickeye's designated copyright agent at Kwickeye Inc., 4442 Laird Circle, Santa Clara, CA 95054

  • The date of your notification;
  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
  • A statement that you have 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; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(c) Counter-Notices. If you believe that your Profile Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your Profile Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

  • Your physical or electronic signature;
  • A description of the content that has been removed and the location at which the content appeared before it was removed;
  • A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Kwickeye copyright agent, Kwickeye may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in Kwickeye's discretion) be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice. EMAIL MAY NOT BE USED TO PROVIDE NOTICE TO KWICKEYE Communications made through the Site's e-mail and messaging system will not constitute legal notice to Kwickeye or any of its officers, employees, agents or representatives in any situation where notice to Kwickeye is required by contract or any law or regulation. USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM For contractual purposes, you (a) consent to receive communications from Kwickeye in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Kwickeye provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. We may also use your email address, to send you other messages, including information about Kwickeye and special offers. You may opt out of such email by changing your account settings or sending an email to contact@kwickeye.com or mail to the following postal address: Customer Support - Kwickeye
4442 Laird Circle, Santa Clara, CA 95054
Opting out may prevent you from receiving messages regarding Kwickeye or special offers. WARRANTY DISCLAIMER THE SERVICE, THE SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, KWICKEYE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE SITE AND THE KWICKEYE APP, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, KWICKEYE MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THE CONTENT WILL BE COMPLETE, COMPREHENSIVE, ACCURATE OR UP-TO-DATE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. KWICKEYE MAKES NO WARRANTY OR REPRESENTATION THAT THE PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE, THE SITE AND THE KWICKEYE APP WILL MEET YOUR EXPECTATIONS OR THAT YOUR USE OF THE SERVICE WILL GENERATE ADDITIONAL INCOME FOR YOU. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU. LIMITATION OF DAMAGES; RELEASE TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KWICKEYE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR (1) ANY DAMAGES TO OR VIRUS THAT MAY INFECT YOUR EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF ACCESSING THE SITE OR USING THE SERVICE; OR (2) ANY INJURY, DEATH, LOSS, CLAIM, ACT OF GOD, ACCIDENT, DELAY OR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY, WHETHER OR NOT AUTHORIZED, OF YOUR PROFILE CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE, THE SITE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; (D) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN RELATION TO THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, OR (E) ANY OTHER INTERACTIONS WITH KWICKEYE OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KWICKEYE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL KWICKEYE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN RELATION TO THE USE OF THE SERVICE OR THESE TERMS OF USE EXCEED ONE HUNDRED DOLLARS ($100.00). If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." INDEMNIFICATION Subject to these Terms of Use, you will defend, indemnify and hold us and Third Party Sites and Services, and each of our officers, directors, employees and agents, harmless from and against any claim, cause of action, liability, expense, loss or demand, including without limitation reasonable legal and accounting fees, arising out of, or in any way connected with your breach of these Terms of Use (including any violation of the Use Restrictions in these Terms of Use) or your use of or access to the Site and the Service. ARBITRATION Kwickeye and you (such references include our respective subsidiaries, affiliates, predecessors in interest, successors and assigns) agree to arbitrate all disputes and claims arising out of or relating to these Terms of Use between Kwickeye and user. A party who intends to seek arbitration must first send written notice to Kwickeye of its intent to arbitrate ("Notice"). The Notice to Kwickeye should be sent by U.S. Postal Service certified mail to Kwickeye, Attn: Customer Relations, 4442 Laird Circle, Santa Clara, CA 95054. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Kwickeye may commence an arbitration proceeding. The arbitration shall be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and shall be administered by the AAA. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this Agreement. Except as otherwise provided for herein, Kwickeye will pay all AAA filing, administration and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all such fees shall be governed by the AAA Rules. In such case, you agree to reimburse Kwickeye for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. If the arbitrator grants relief to you that is equal to or greater than the value of your demand, Kwickeye shall reimburse you for your reasonable attorneys' fees and expenses incurred for the arbitration. You agree that, by entering into this Agreement, you and Kwickeye are waiving the right to a trial by jury. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. You and Kwickeye agree that YOU AND KWICKEYE MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding. Further, you agree that the arbitrator may not consolidate proceedings of more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. MODIFICATION OF SERVICE AND TERMS OF USE We reserve the right to amend the Service or these Terms of Use without notice to you at any time, and we will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in these Terms of Use. If you continue to use the Site, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material chances to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact information current. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of Kwickeye's rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Kwickeye. No purported waiver or modification of these Terms of Use by Kwickeye via telephonic or email communications shall be valid. GENERAL TERMS If any part of these Terms of Use is held invalid or unenforceable, that portion of these Terms of Use will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Kwickeye to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under these Terms of Use will survive any termination of these Terms of Use. You agree that any cause of action related to or arising out of your relationship with Kwickeye must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. Neither party shall be deemed to be an agent of the other party and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever. The headings of the sections of these Terms of Use are for convenience of reference only and shall not be considered in construing these Terms of Use. You agree to comply at all times with all laws, rules and regulations applicable to your use of the Service, the Site or the App. Kwickeye may assign or delegate these Terms of Service and/or the Kwickeye Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without Kwickeye's prior written consent, and any unauthorized assignment and delegation by you is void. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT https://www.Kwickeye.com/privacy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE. Last updated: January 20th, 2012