Predictify Terms of Use

1. Acceptance of Terms

1.1. Predictify, Inc. ("Predictify") provides you with its services and websites as further set forth in Section 3 below ("Services") subject to your compliance with the terms and conditions set forth in these Terms of Use ("Terms"), which may be revised and updated from time to time without notice to you.

1.2. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF, AND YOUR AGREEMENT TO BE BOUND BY, THE TERMS. YOU ALSO AGREE THAT YOUR CONTINUED USE AFTER ANY REVISIONS AND UPDATES TO THE TERMS SHALL CONSTITUTE YOUR ACCEPTANCE OF, AND YOUR AGREEMENT TO BE BOUND BY, THE TERMS AND ALL REVISIONS AND UPDATES THERETO.

2. Account Registration

2.1. You are required to register with Predictify and to set up a user account if you wish to use the services set forth in Section 3 below.

2.2. Registration Process. Predictify is a single user service. Multiple logins and passwords to the same account are not permitted. You represent that (i) you are of legal age to form a binding contract and (ii) you personally have no other registration account for the Services. You agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service's registration process and (ii) maintain and promptly update such registration data to keep it true, accurate, current and complete.

2.3. User Account, Password, and Security. You will create a password and account identification upon completing the Services registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify Predictify of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. Predictify cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.

3. Description of Services

3.1. Predictify provides a prediction service whereby users can post questions and submit predictions. Predictify aggregates such predictions into a distribution of beliefs about the likely outcome of an event and posts it on Predictify’s websites or presents it to the question creator ("information seeker"), depending upon whether the question is free or premium. The detail of the service is set forth below and on the How It Works page and in the FAQs:

3.2. Free Question

3.3. Premium Question

3.4. Modification to Services. Predictify reserves the right at any time and from time to time to modify or discontinue the Services with or without notice. Predictify also reserves the right to delete accounts that are inactive for an extended period of time. You agree that Predictify shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. You agree that Predictify has no responsibility or liability for the deletion or failure to store any question results or data maintained or transmitted by the Services. Furthermore, you acknowledge and agree that the Services are currently under development and in a pre-release phase. Predictify shall make no guarantee or commitment that it will continue to develop, enhance and improve the Services or complete the development of the Services.

3.5. No resale of Services. You agree not to reproduce, duplicate, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services, other than as provided within the scope of the Services.

4. User Conduct

4.1. In using the Services, you understand that you are liable for all information, in whatever form, you make available through the Services ("User Information"). You agree not to use the Services to:

1. upload, download, post, email, transmit or otherwise make available any User Information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or inappropriate;
2. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Information transmitted through the Services;
4. upload, download, post, email, transmit or otherwise make available any User Information 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 learned or disclosed as part of employment relationships or under nondisclosure agreements);
5. upload, download, post, email, transmit or otherwise make available any User Information that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary rights ("Intellectual Property Rights" of any party. By uploading or downloading any User Information, you represent and warrant that you have the lawful right to reproduce and distribute such User Information and that it complies with all applicable federal, state and local laws, regulations and ordinances;
6. upload, download, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except to the limited extent permitted in those areas that are designated for such purpose and within the scope of such designation;
7. upload, download, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
8. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
9. intentionally or unintentionally violate any applicable local, state, national or international law, or other applicable rules, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
10. conduct odds-making, betting, gambling, or wagering;
11. upload, download, post, email or otherwise transmit false or misleading information;
12. disrupt or interfere with the security of, or otherwise abuse, Predictify’s websites, or any services, system resources, accounts, servers, or networks connected to or accessible through such sites or affiliated or linked websites; or
13. access, tamper with or use non-public areas of Predictify’s websites. Unauthorized individuals attempting to access these areas of such sites may be subject to prosecution.

4.2. You acknowledge that Predictify does not pre-screen submitted User Information, but that Predictify and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any User Information that is available via the Services.

4.3. You acknowledge and agree that Predictify may preserve User Information and may also disclose User Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Agreement; (iii) respond to claims that any User Information violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Predictify, its users and the public.

4.4. You understand that the technical processing and operation of the Services, including your User Information, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.

4.5. In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account. Predictify takes no responsibility and assumes no liability for any User Information uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. Predictify reserves the right but not the obligation to remove any materials it deems objectionable. You hereby agree to waive any claims against Predictify and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications or materials made available to the Services or posted on the Services by persons other than Predictify or its affiliates. You hereby agree to indemnify Predictify and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of these Terms.

4.6. You acknowledge and agree that you will use these Services at all times in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.

5. Privacy Policy

5.1. Your privacy is very important to Predictify. Users of these Services shall refer to its Privacy Policy for information about how Predictify collects and uses personal information. By accepting these Terms, you expressly consent to Predictify's collection, disclosure and use of your personal information as set forth in the Privacy Policy, which is incorporated herein by reference.

6. Predictify's Proprietary Rights

6.1. You acknowledge and agree that the Services and any necessary software (including, but not limited to, custom analysis tools) used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services is protected by Predictify’s Intellectual Property Rights. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. Subject to your compliance with the Terms, Predictify grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by Predictify for use in accessing the Services.

6.2. The Services and the Software are made available for your personal, non-commercial use only. You agree not to use, reproduce, duplicate, modify, sell, resell, distribute, sublicense, publish, display, transmit, translate, broadcast, create derivative works from, or otherwise exploit the Services for any commercial purposes. As an illustrative example of commercial purpose, but not limited to, you may not take the results from the Services and reformat and display them on your web site for commercial gains, except as otherwise provided under this Agreement. Between Predictify and you, Predictify retains all Intellectual Property Rights in and to the Services and Software, except for the licenses expressly granted hereunder.

6.3. You acknowledge and agree that by submitting to Predictify any feedback, ideas, suggestions and other written materials relating to the Services ("Feedback"): (i) your Feedback does not contain confidential or proprietary information; (ii) Predictify is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Predictify entitled to use, exploit, copy, publish, implement, transfer and in all other ways deal with Feedback and all of the Intellectual Property Rights therein in any way and for any purpose Predictify may elect, worldwide; (iv) Predictify may have something similar to the Feedback already under consideration or in development; (v) your Feedback and Intellectual Property Rights therein automatically becomes the property of Predictify, and you hereby irrevocably transfers and assigns to Predictify all such Intellectual Property Rights; and (vi) you are not entitled to any compensation or reimbursement of any kind from Predictify with respect to any use of the Feedback under any circumstances.

7. Predictify Trademark

7.1. Except as otherwise permitted in the source attribution as set forth in Section 3.b.iii above, you agree not to display or use in any manner Predictify’s trademarks, without Predictify’s prior permission.

8. Indemnity

8.1. You agree to defend, indemnify and hold Predictify and Predictify's officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (i) information and materials you submit, post to or transmit through the Services, (ii) your use and connection of the Services, (iii) your violation of the Terms or (iv) your violation of any rights of a third party.

9. Termination

9.1. You agree that Predictify, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services, and remove and discard any content you may have contributed to the Services, at any time for any reason or no reason. Predictify may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of the Terms may be effected without prior notice, and acknowledge and agree that Predictify may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files of the Services. Further, you agree that Predictify shall not be liable to you or any third-party for any termination of your access to the Services. Should you object to any terms and conditions of the Terms or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue your use of the Services and/or terminate your account.

10. Links to Third Party Sites

10.1. The Services may provide, or third parties may provide, links to other websites or resources. Because Predictify has no control of such sites and resources, you acknowledge and agree that Predictify is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. In addition, such sites may have data-collection, privacy and security policies that differ from those provided herein, and you should consult with such third party policies prior to proceeding. You further acknowledge and agree that Predictify 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 such content, goods or services available on or through any such site or resource.

11. Age Restrictions

11.1. You must be at least 13 years of age to use Predictify.com. Please contact us at info@predictify.com if you have any concerns or questions about this restriction.

12. Disclaimer of Warranties and Other Disclaimers

12.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THESE SERVICES, INFORMATION AND MATERIALS AVAILABLE THROUGH PREDICTIFY’S WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

12.2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PREDICTIFY AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12.3. PREDICTIFY DOES NOT MAKE ANY WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR WITHOUT FAILURE, (III) THE QUALITY OF THE SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH PREDICTIFY’S WEBSITE WILL MEET YOUR EXPECTATIONS, (IV) THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR (VS) ANY RESULT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

12.4. PREDICTIFY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RELIABILITY OR ACCURACY OF THE REGISTRATION INFORMATION SUPPLIED TO PREDICTIFY NOR THE RESPONSES SUPPLIED BY PREDICTORS IN RESPONSE TO QUESTIONS. PREDICTIFY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE CONSEQUENCES OF THE USE OF ANY SERVICES, RESPONSES OR QUESTIONS NOR DOES PREDICTIFY WARRANT THE CORRECTNESS, USEFULNESS, RELIABILITY, ACCURACY OR OTHERWISE OF ANY QUESTION, QUESTION RESPONSES, RESULTS OR DATA. PREDICTIFY IS NOT RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION OR OTHER LOSS RESULTING FROM USE OF OR RELIANCE IN ANY WAY ON ANY QUESTION, QUESTION RESPONSES, RESULTS OR DATA CREATED ON OR THROUGH THE SERVICES. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY QUESTIONS, QUESTION RESPONSES, RESULTS AND DATA OR OTHER INFORMATION RECEIVED WHILE USING THE SERVICES.

12.5. ANY QUESTION RESULT IS THE OPINION OF THE INDIVIDUAL WHO HAS SUBMITTED IT AND NOT THE OPINION OF PREDICTIFY. PREDICTIFY DOES NOT, AND SHALL NOT BE DEEMED TO, ENDORSE, RECOMMEND, OR OTHERWISE SUPPORT ANY RESULT OBTAINED THROUGH THE SERVICES.

12.6. YOU EXPRESSLY AGREE THAT USE OF THESE SERVICES, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.

12.7. YOU ACKNOWLEDGE THAT PREDICTIFY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THESE SERVICES. EXCEPT AS OTHERWISE AGREED IN WRITING, PREDICTIFY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THESE SERVICES.

13. Limitation of Liability

13.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES, IRRESPECTIVE OF LEGAL THEORIES OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), SHALL PREDICTIFY OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING PREDICTIFY’S SERVICES OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PREDICTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICES; (V) USE OF OR RELIANCE ON INFORMATION OR DATA OBTAINED FROM QUESTIONS; (VI) ANY MALFUNCTION OR FAILURE OF INTERNET CONNECTION OR TRAFFIC OR OTHER NETWORK SERVERS OR SYSTEMS; OR (VII) ANY OTHER MATTER RELATING TO THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Public Reputation

14.1. You acknowledge and agree that you will not use any results from the Services provided by Predictify, including without limitation premium question results, in a way that would be damaging to Predictify's public reputation or that of its employees, board members, shareholders, partners or licensors. Additionally, you acknowledge that if you choose to display premium question results obtained from Predictify in a public setting, including on the Internet, in a way which disparages Predictify, Predictify's board members, employees, shareholders, partners or licensors, Predictify reserves the right to demand immediate return of such premium question results, to furthermore pursue all recourses and remedies available under the law or in equity.

15. Special Terms for International Use

15.1. Recognizing the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, email, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

16. Notice

16.1. Notices to you may be made via either email or regular mail. The Services may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Services. Our mailing address is Predictify, Inc., 2725 Sand Hill Road, Suite 120, Menlo Park, CA 94025.

17. General

17.1. These terms and conditions shall be governed by and construed in accordance with the laws of the state of California, without resort to its conflict of law provisions. You and Predictify agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Santa Clara, California. The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and litigation costs. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. You agree that your Predictify account is personal to you and non-transferable. Predictify may assign its rights and responsibilities hereunder without notice to you. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision. Predictify's failure to act with respect to a breach by you or others does not waive Predictify's right to act with respect to subsequent or similar breaches. If any provision of the Terms is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of the Terms shall in no way be affected or impaired. These Terms constitute the entire agreement between you and Predictify, and supersedes all other communications, written or oral, with regard to the services provided by Predictify.

Date of Last Revision: November 6, 2007