These are the Terms and Conditions (the “Terms”) for the Flock mobile application (the “Application”) between you, the customer, and What The Flock, LLC (“Flock, we or us”). These Terms consist of (1) a License Agreement and (2) the Terms of Use applicable to the use of the Application and the services provided by the Application.

These Terms also include the terms and conditions of the Flock Privacy Policy (Privacy Policy), as amended from time to time, which are incorporated herein by reference.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE APPLICATION OR SERVICE, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE APPLICATION, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS HEREOF, DO NOT USE THE APPLICATION.

THE APPLICATION WILL ALLOW FLOCK TO COLLECT, TRANSFER AND USE INFORMATION ABOUT YOUR DEVICE’S PRECISE LOCATION. PLEASE SEE “TERMS OF USE – PRIVACY; LOCATION DATA” BELOW FOR MORE INFORMATION.

1. OVERVIEW OF THE APPLICATION

The Application enables persons who have registered an account on the Application (Users) to create a reader profile where they are matched with other users with similar reading preferences, can interact with other users through a messaging feature and can maintain an account.

2. LICENSE AGREEMENT

A. The License.

Subject to these Terms, Flock grants to you a limited, nontransferable, nonexclusive license (without the right to sublicense) to install and use one copy of the Application, in executable object code format only and solely for your personal use, strictly in accordance with these Terms, and all applicable local, state, and national laws and regulations (the “License”).  By using the Application, you represent, warrant and agree that you are using the Application solely for your own personal use and not for redistribution or transfer of any kind. You agree to abide by the rules and policies established from time to time by Flock relating to your use of the Application. Such rules and policies may include, for example, required or automated updates, modifications, and/or reinstallations of the Application and obtaining available patches to address security, interoperability or performance issues. If at any time after reviewing the Application you wish to terminate the License, you must un-install and remove the Application from your mobile device(s) and delete any copy in your possession.

Your use of the Application also may be governed by terms and conditions required by (i) the manufacturer and other providers of your mobile device(s) and its hardware and software components, including its operating system; and (ii) the online store or other applicable distributor through which you obtain the Application ((i) and (ii) collectively being referred to as (the “Related Agreements”). Flock makes no representations or warranties in respect of (i) your mobile device, its hardware and software components or operating system or (ii) the online store or other applicable distributor through which you obtain the Application. No Related Agreement, however, shall have the effect of limiting, encumbering or otherwise restricting Flock’s rights and remedies or your obligations under the License, or waiving any restrictions on your rights to use the Application under the License. The License shall not have the effect of limiting, encumbering or otherwise restricting Flock’s rights and remedies or your obligations under any other agreement between you and Flock, or waiving any restrictions on your rights under any such agreement.

B. Restrictions.

The rights granted to you in the License are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party or to any mobile device not owned, possessed, controlled by you; (b) you shall not modify, make derivative works of, disassemble, reverse compile, reverse engineer, copy, reproduce or make available to any person any part of the Application; (c) you shall not access the Application in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Application may be distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; (e) you shall not make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (f) you shall not violate any applicable laws, rules or regulations in connection with your access or use of the Application; (g) you shall not remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) or legal notices of Flock or our licensors; (h) you shall not use the Application for any purpose for which it is not designed or intended; (i) you shall not make the Application available over a network or other environment permitting access or use by multiple devices or users at the same time; (j) you shall not use the Application to send automated queries to any website or to send any unsolicited commercial e-mail; (k) you shall not use any proprietary information or interfaces of Flock or other intellectual property of Flock in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application; (l) you shall use the Services only within the United States; and (m) you shall not circumvent, disable or tamper with any security-related components or other protective measures applicable to the Application. Any use of the Application other than as specifically authorized herein, without the prior written permission of Flock, is strictly prohibited and will terminate the License and we shall not be required to provide refunds, benefits, or other compensation with you in connection with such discontinued elements of the Application unless required by law. These obligations survive termination of these Terms.

C. Ownership and Intellectual Property Rights.

You acknowledge and agree that the Application, including all of its information and contents, such as text, data, wallpaper, icons, characters, artwork, images, photographs, graphics, music, sound, messages, graphics, software and the HTML used to generate the pages (collectively, the “Material and Content”), any copies thereof (including without limitation any copy that you download, install, or use on your mobile device(s)), and all copyrights, patents, trademarks, branding or logos used in the Application, trade secrets, source and object code, format, directories, queries, algorithms, structure and organization of the Application and other intellectual property rights and proprietary and confidential information rights associated therewith are, and shall remain, the property of Flock and may be protected by patent, trademark and/or copyright under United States and/or foreign laws. As between you and Flock, Flock is the owner and/or authorized user of any registered or unregistered trademark, trade name and/or service mark appearing on the Application and is the copyright owner or licensor of the Material and Content on the Application unless otherwise indicated.

The Flock logos, designs, titles, phrases and product names and the copyrights, trademarks, service marks, trade dress and/or other intellectual property in such materials (collectively, “Flock Intellectual Property”) are owned by Flock and may be registered in the United States and internationally. You agree not to display or use the Flock Intellectual Property in any manner without our prior written consent. Nothing on the Application should be construed to grant any license or right to use any Flock Intellectual Property without the prior written consent of Flock. The information on the Application, including all site design, text, graphics, interfaces, and the selection and arrangements, is protected by law including, but not limited to, copyright law.

Flock shall reserve the right to change, suspend, terminate, remove, impose limits on your use of or access to, disable access to, or require the return of the Application (or any copy thereof) at any time for any reason without notice and will have no liability for doing so.

If you make use of the Application in a manner other than as provided herein, you may violate copyright and other laws of the United States and/or other countries, as well as applicable state laws, and you may be subject to liability for such unauthorized use. These obligations survive termination of these Terms.

D. Versions.

Flock may release updated versions of the Application from time to time. Certain features of the Application may only be made available by using the most up-to-date version of the Application. In addition, information contained in versions of the Application other than the most up-to-date version may not be accurate. You are encouraged to promptly update your Application when new versions are released. Flock reserves the right to stop supporting older versions of the Application in its sole discretion and without prior notice.

3. TERMS OF USE

A. Registration.

The Application requires you to register and create an account. There is no registration fee required to download the Application, however, the Application may implement paid features in the future. Further, charges for Internet or telecommunication use may apply at rates that are determined by the providers of such services. In order to use the Application, you are required to have a compatible device, internet access, mobile network access, and operating system. When you register, if required, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) provide us with updates and maintain the accuracy and completeness of such information.

B. Account Security.

The Application requires that you share your phone number during registration to receive an SMS verification code to confirm your account. The SMS verification code is used for registration and subsequent sign-ins to the Application. You are responsible for maintaining the confidentiality of your verification code at registration, and each subsequent sign-in, and you are fully responsible for all activities that occur under your account. You agree to immediately notify Flock of any unauthorized use of your account. Flock will not be liable (to you or any third party) for any loss or damage arising from or related to the unauthorized use of your account or the Application on your device.

C. Compliance with Law.

You may use the Application only as permitted by law. You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction(s) in which the Application was obtained. You represent and warrant that you are not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List.

D. Appropriate Conduct.

Your ability to use the Application is expressly conditioned upon your compliance with these Terms and with all policies and guidelines applicable to the Application that Flock may make available from time to time (including any third-party terms and conditions expressly noted herein). In the event of your non-compliance, fraud or other inappropriate activity (as determined by Flock in our sole discretion), Flock may cancel any accounts or registrations for the Application and/or restrict, limit, block and prevent your access to the Application.

You agree to use the Application in good faith. You will not provide false or misleading data.

E. User Content.

You may provide information to Flock in connection with your use of the Application, including providing feedback or other content (“User Content”). By providing User Content, you represent and warrant that you have the lawful right to provide it and that is accurate and complete.

You understand and agree that you have no ownership rights in materials you submit through the Application. You hereby grant Flock a limited, non-exclusive, sub-licensable, world-wide, fully paid, royalty free license to use, modify, perform, publicly display, reproduce and distribute User Content in any media without the requirement to make any payment to you or to any third party or to seek any consent.

You must not provide any User Content or otherwise make use of the Application that:

1. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

2. impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

3. forges headers or otherwise manipulates identifiers in order to disguise the origin of any User Content;

4. makes available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information or information learned or disclosed as part of employment relationships or under nondisclosure agreements);

5. transmits any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

6. interferes with or disrupts the Application servers or networks connected to the Application, or disobey any requirements, procedures, policies or regulations of networks connected to the Application; or

7. in the sole judgment of Flock is objectionable or which may expose Flock to liability of any type.

You acknowledge and agree that Flock may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property or personal safety of Flock, our users or the public.

F. Term, Modifications to the Services and Termination.

These Terms are effective on the date you accept it and shall continue in effect while you use the Application and all functions available through the Application (the “Services”). You agree that Flock shall not be liable to you or to any third party for any modification, suspension or termination of the Application. You may not rely on the continued availability of the Application.

Upon termination of these Terms your right to access and use the Application or the Services will terminate immediately.

If at any time you wish to terminate the License, you must un-install and remove the Application from your mobile device(s) and delete any copy in your possession.

Any provisions of these Terms, which by their express language or by their context are intended to survive the termination herein (including without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty and ownership of intellectual property), shall survive such termination.

Any new services provided by Flock or features that augment or enhance the current Application shall be subject to this these Terms, unless explicitly stated otherwise.

Flock’s decision is final and binding in all matters relating to these Terms.

H. Privacy.

The Privacy Policy contains information about Flock’s information collection, use and disclosure policies. As described in the Privacy Policy, Flock may collect information through the Application and may share it with Third Parties for the purposes of providing you with content that may most of interest to you. “Third Parties” means any parties that are not Flock, which may include: advertisers, ad networks, ad servers, survey providers, and analytics companies. If you do not agree to this collection, transfer and use, you should take steps to prevent collection as discussed in the Privacy Policy, not use, or un-install the Application from your device.

I. Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(A) YOUR USE OF THE APPLICATION AND THE SERVICES ARE AT YOUR SOLE RISK. THE APPLICATION AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FLOCK AND OUR LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND QUIET ENJOYMENT WITH REGARD TO INFORMATION ACCESSED FROM OR VIA THE APPLICATION OR THE SERVICES PROVIDED ON THE APPLICATION. FLOCK DOES NOT WARRANT UNINTERRUPTED USE, OPERATION OR AVAILABILITY OF THE APPLICATION OR SERVICES OR ANY FLOCK CONTENT OR THIRD-PARTY CONTENT, OR THAT ANY TRANSACTION REQUEST WILL BE SUCCESSFUL OR COMPLETED WITHIN A REASONABLE AMOUNT OF TIME.

(B) FLOCK AND OUR LICENSORS MAKE NO WARRANTY (AND ASSUME NO OBLIGATION) (I) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THAT LOCK SCREEN CONTENT WILL ALWAYS BE AVAILABLE OR THAT IT WILL BE AVAILABLE AT ANY SPECIFIC TIMES; (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THAT ANY ERRORS IN THE APPLICATION OR THE SERVICES WILL BE CORRECTED; OR (V) THAT ANY SOFTWARE DOWNLOADED TO A MOBILE DEVICE, OR ANY INFORMATION READ FROM OR WRITTEN TO A MOBILE DEVICE, WILL NOT ADVERSELY AFFECT THE PERFORMANCE, OPERATION, WARRANTY OR ANY OTHER ASPECT OF THE MOBILE DEVICE. IF YOU ARE DISSATISFIED WITH THE APPLICATION OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE APPLICATION AND THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLOCK OR THROUGH OR FROM THE APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

J. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOCK AND OUR AFFILIATES AND LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FLOCK, OUR AFFILIATES OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO THESE TERMS, THE APPLICATION OR THE SERVICES, INCLUDING WITHOUT LIMITATION: (I) THE USE OR THE INABILITY TO USE THE APPLICATION OR SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER CONTENT; (III) LOSS OR DELETION OF ANY OF USER CONTENT; (IV) STATEMENTS, CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APPLICATION; (V) MISTAKES, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS OR ANY OTHER FAILURE OF PERFORMANCE; OR (VI) ANY OTHER MATTER RELATING TO THE APPLICATION OR THE SERVICES. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE APPLICATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF FLOCK, OUR AFFILIATES AND LICENSORS FOR ANY CLAIM UNDER THESE TERMS OR RELATING TO THE APPLICATION OR THE SERVICES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, INCLUDING FOR ANY IMPLIED WARRANTIES, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR APPLICATION, IS LIMITED TO THE AMOUNT EQUAL TO THE LESSER OF $50 AND THE AMOUNT PAID TO USE THE SERVICES AND APPLICATION. IN ALL CASES, FLOCK, OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of these Terms between Flock and you. Flock would not be able to provide the Application on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Flock’s and its licensors.

K. Indemnity.

You agree to defend, indemnify and hold Flock (and our affiliates), our directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use of the Application or the Services, your violation of the Terms or the posting or transmission of any materials on or through the Application by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right. 

L. Third Party Content and Products.

The Application may contain links, content and services provided by third parties, which may include advertisements, surveys, third party offers (“Offers”) and other content (collectively, “Third-Party Content”). Information that you submit to a third-party application or website that you link to from or within the Application (collectively, “Third-Party Sites”) is subject to the terms of that application’s or website’s privacy policy. Flock does not have control over the privacy policies or practices of such third parties. Flock is not responsible for the loss of any data or information (including, without limitation, payment card information) that you provide to any Third-Party Sites.

Flock does not monitor or have control over Third Party Content or Third-Party Sites. Flock does not endorse or adopt any Third-Party Content or Third-Party Sites and can make no guarantee or warranty as to their accuracy or completeness. Flock undertakes no responsibility to review any Third-Party Content or Third-Party Sites. Your use of any Third-Party Content or Third-Party Sites is at your own risk.

You further acknowledge and agree that Flock shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Content or Third-Party Sites.

The Third-Party Content and the Third-Party Sites are intended for general audiences. If you do not wish to use the Third-Party Content and/or Third Party Sites for any reason, we suggest you not view the specific content that is not to your liking, or that you un-install and do not use the Application.

Flock is not responsible for, and makes no warranties of any kind regarding, any products or services that you may purchase pursuant to Offers made available through the Application. Any claims or concerns you may have concerning any products or services that you may purchase pursuant to Offers available through the Application should be brought by you directly to the applicable Third Party. Flock expressly disclaims any warranties that such products or services will be merchantable or fit for a particular purpose or non-infringing or error-free.

M. Modification of these Terms.

These Terms are subject to revision, and if we make any substantial changes, we may notify you by providing notice of the changes through the Application. Any changes to the Terms will be effective immediately upon our making the updated version of the Terms available to you through the Application. Continued use of the Application and the Services following the posting or notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the Terms of such changes. You should frequently review these Terms for updates. If you do not agree to the amended Terms, you must stop using and un-install the Application.

N. General.

These Terms constitute the entire agreement between you and Flock and govern your use of the Application and they supersede any prior agreements between you and Flock (or any predecessor). These Terms and the relationship between you and Flock shall be governed by the laws of the State of Illinois, excluding any conflicts of law provisions. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of Cook County, Illinois.

YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR USE OF THE APPLICATION.

The failure of Flock to enforce at any time any provision of these Terms shall not be construed to be a waiver of such provision, nor in any way to affect the validity of these Terms or any part hereof or the right of Flock thereafter to enforce each and every such provision. No waiver of any breach of these Terms shall be held to constitute a waiver of any other or subsequent breach.

If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms in full force and effect. The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in these Terms are for convenience only and have no legal or contractual effect.

Any notices intended to have legal effect: (a) to you may be made via email or through the Application and (b) to Flock must be made by delivery receipt-requested mail at What The Flock LLC, 2256 W. Walnut Street, Chicago, IL 60612.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. In the event that any provision of these Terms is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect.

These Terms (together with all Related Agreements) constitutes the entire agreement between the parties pertaining to the subject matter hereof.

The failure of Flock to comply with these Terms because of any reason beyond the reasonable control of Flock shall not be deemed a breach of these Terms.

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

O. Information or Complaints.

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

What The Flock LLC

2256 W. Walnut Street
Chicago, IL 60612

Email: hello@onflock.com