Ouli ™ Consumer Terms of Use
Effective Date 11/15/2015

These Terms of Use (“Terms”) govern the access or use by you, an individual, of a mobile application that allows users to access offers, information, and other digital content marketing merchant services and/or products (the “Ouli™ App”) and corresponding software, business services, and web sites (the "Ouli™ Services") made available by Dante Consulting, Inc. ("Dante"). The Ouli™ App and Ouli™ Services are collectively referred to as Ouli™. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING OULI.

Your access and use of Ouli™ constitutes your agreement to be bound by these Terms. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE OULI™. Dante may immediately terminate any access to Ouli™ with respect to you, or generally cease offering or deny access to Ouli™ or any portion thereof, at any time for any reason, and terminate any agreement or relationship with you at any time for any reason.

Supplemental terms may apply to certain Ouli™ content, such as policies for a particular offer, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable content. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable content. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Ouli™ Services.

Dante may amend these Terms from time to time. Amendments will be effective upon Dante’s posting of such updated Terms in Ouli™’s Consumer Center (www.ouliapp.com) or the amended policies or supplemental terms on the applicable content. You agree that you will regularly visit the Consumer Center to familiarize yourself with any updates. Your continued access or use of Ouli™ after such posting constitutes your consent to be bound by the Terms, as amended. If any change to the Terms are not acceptable to you, your sole remedy is to cease accessing and otherwise using Ouli™.

Our collection and use of personal information in connection with Ouli™ is as provided in the Ouli™ User Privacy Statement located at www.ouliapp.com/privacy-policy.html which is incorporated into these Terms by reference. By agreeing to these terms you also agree all of the terms of the Ouli™ User Privacy Statement which also may be changed or amended from time to time. We encourage you to periodically review the Ouli™ User Privacy Statement for the latest information on our privacy practices.

Definitions

"OULI™ OFFER" means the goods and/or services to be provided by a merchant or promotional pricing or discounts appertaining thereto, stated on the offer as presented by Ouli™ as specified by the merchant.
"OFFER EXPIRATION DATE" means the date stated on the Ouli™ Offer after which the merchant will no longer be required to honor the offered good, service, discount, and/or promotional value.
"FINE PRINT" means the conditions and restrictions concerning Offer redemption.

  1. License

    1. SCOPE OF LICENSE. Subject to your compliance with these Terms, Dante grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Ouli™ App on your personal device solely in connection with your use of the Ouli™ Services; and (ii) access and use any content, information and related materials that may be made available through Ouli™, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Dante and Dante's licensors.
    2. RESTRICTIONS. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of Ouli™; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Ouli™ except as expressly permitted by Dante; (iii) decompile, reverse engineer or disassemble Ouli™ except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of Ouli™; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Ouli™ or unduly burdening or hindering the operation and/or functionality of any aspect of Ouli™; or (vi) attempt to gain unauthorized access to or impair any aspect of Ouli™ or its related systems or networks.
    3. THIRD PARTY SERVICES AND CONTENT. Ouli™ Offers may be made available or accessed in connection with third party services and content (including advertising) that Dante does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Dante does not endorse such third party services and content and in no event shall Dante be responsible or liable for any products or services of such third party providers.
    4. OWNERSHIP. Ouli™ and all rights therein (including, but not limited to, all related software, and all patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights therein or relating thereto (including derivative works) are and shall remain Dante's exclusive property or the property of Dante's licensors. Neither these Terms nor your use of Ouli™ convey or grant to you any rights: (i) in or related to Ouli™ except for the limited license granted above; or (ii) to use or reference in any manner Dante's company names, logos, product and service names, trademarks or services marks or those of Dante's licensors.

  2. Your Use of Ouli

    1. USER ACCOUNTS. Upon installing the Ouli™ App, Ouli™ creates an account that is associated to your mobile device ("Account"). You are responsible for all activity that occurs under your Account, and you agree to maintain the security of your Account at all times.
    2. USER REQUIREMENTS AND CONDUCT. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using Ouli™, and you may only use Ouli™ for lawful purposes.

    3. USER PROVIDED CONTENT. Dante may, in Dante's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Dante through Ouli™ textual, audio, and/or visual content and information, including: (i) commentary and feedback related to Ouli™, Ouli™ Offers, Ouli™ merchants; and/or (ii) initiation of support requests ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Dante, you grant Dante a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with Ouli™ and Dante's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

      You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Dante the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Dante's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

      You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Dante in its sole discretion, whether or not such material may be protected by law. Dante may, but shall not be obligated to, review, monitor, or remove User Content, at Dante's sole discretion and at any time and for any reason, without notice to you.

    4. NETWORK ACCESS AND DEVICES. You are responsible for obtaining the data network access necessary to use Ouli™. Your mobile network's data and messaging rates and fees may apply if you access or use Ouli™ from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use Ouli™ and any updates thereto. Dante does not guarantee that Ouli™, or any portion thereof, will function on any particular hardware or devices. In addition, Ouli™ may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

  3. Disclaimers; Limitation of Liability; Indemnity.

    1. DISCLAIMER. THE OULI™ APP AND OULI™ SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DANTE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DANTE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. DANTE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF OULI™, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

    2. LIMITATION OF LIABILITY. DANTE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF OULI™, EVEN IF DANTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DANTE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON OULI™ OR YOUR INABILITY TO ACCESS OR USE OULI™; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF DANTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DANTE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DANTE'S REASONABLE CONTROL. IN NO EVENT SHALL DANTE'S TOTAL LIABILITY TO YOU IN CONNECTION WITH OULI™ FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

      OULI™ MAY BE USED BY YOU TO IDENTIFY AND VIEW OFFERS AND CONTENT RELATED TO PRODUCTS AND SERVICES FROM THIRD PARTY PROVIDERS, BUT YOU AGREE THAT DANTE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

      THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

    3. INDEMNITY. You agree to indemnify and hold Dante and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of Ouli™ or services or goods obtained through your use of Ouli™; (ii) your breach or violation of any of these Terms; (iii) Dante's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

  4. Dispute Resolution

    1. ARBITRATION. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of Ouli™ (collectively, "Disputes") will be settled by binding arbitration between you and Dante, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Dante are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Dante otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
    2. ARBITRATION RULES AND GOVERNING LAW. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
    3. ARBITRATION PROCESS. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitration shall be conducted by one arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Virginia and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. The arbitrator shall have five years of experience in resolving disputes over use of mobile applications and also shall have served as an arbitrator at least three times and arbitrated disputes involving mobile applications utilizing location based services prior to their service as an arbitrator in this arbitration. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules and these Terms.
    4. ARBITRATION LOCATION AND PROCEDURE. You expressly agree that the arbitration will be conducted in Arlington County, Virginia, unless the arbitrator determines or we agree that the matter should proceed in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Dante submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
    5. ARBITRATOR'S DECISION. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. Without waiving any other rights or remedies available under applicable law and the AAA Rules, if the arbitrator determines that your dispute is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), Dante will seek recovery of attorneys’ fees and expenses to the extent permitted under applicable law.
    6. FEES. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
    7. CHANGES. Notwithstanding the provisions of the modification-related provisions above, if Dante changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Dante written notice of such rejection by mail or hand delivery to: Dante, Attn: Dispute Resolutions, 5328 Lee Hwy, Arlington, VA 22207 within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Dante in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

  5. Other Provisions

    1. CHOICE OF LAW. These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A., without giving effect to any conflict of law principles.
    2. CLAIMS OF COPYRIGHT INFRINGEMENT. Claims of copyright infringement should be sent to the following address: Dante, Attn: Copyright Infringement, 5328 Lee Hwy, Arlington Virginia 22207.
    3. NOTICE. Dante may give notice by means of a general notice on Ouli™, or by electronic mail to your email address in your Account if provided by you. Such notice shall be deemed to have been given 12 hours after sending by email or general notice on Ouli™. You may give notice to Dante, with such notice deemed given when received by Dante, at any time by first class mail or pre-paid post to Dante, Attn: User Notices - Legal, 5328 Lee Hwy, Arlington Virginia 22207.
    4. GENERAL. You may not assign these Terms without Dante's prior written approval. Dante may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Dante's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Dante or any Third Party Provider as a result of this Agreement or use of Ouli™. Except as expressly provided elsewhere in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Dante's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Dante in writing.