Terms of Usage

1. ACCEPTANCE OF TERMS

2Rcode and this website (the "Site," and collectively hereinafter referred to as "2Rcode") provides its services to you subject to the following Terms of Use ("TOU"). 2Rcode reserves the right to update and change the TOU from time to time without notice or acceptance by you, however, 2Rcode will use its commercially reasonable efforts to include notices regarding any such updates or changes to this TOU on the Site. By continuing to use the Site, the software available on the Site (the "Software"), or the Service (as defined below), you signify your binding and irrevocable acceptance of this TOU (including any updates and changes that we may make from time to time) and the Privacy Policy.

2. DESCRIPTION OF SERVICE

2Rcode's service enables you, among other things, through the use of the Software, whether on the Site or via a Software Client (defined below) to (i) search, access and view content broadcasted and distributed by means of the Site; and (ii) broadcast and distribute live digital media content or pre-generated digital media content, including, without limitation; (collectively, the "Service"). For the avoidance of doubt, any reference to the Service in this TOU shall include, without limitation, a reference to all the services of 2Rcode provided on or through the Software and/or the use thereof. Unless explicitly stated otherwise, any new features added to or augmenting the Service are subject to this TOU.

3. EULA AND SOFTWARE CLIENT

2Rcode may provide you with a Software client to use with the Service ("Software Client"). Outside of what is established in TOU §14, 2Rcode and/or its licensors own the title, copyright, and other intellectual property rights in such Software. Your license will terminate on the date your Service terminates. Your license will also terminate if 2Rcode shall modify the Service to no longer support such Software. 2Rcode may disable such Software after the date the Service terminates.

4. UNLAWFUL USE AND CONDUCT

You agree that your use of the Service and the Software must comply with all applicable local, state, national, and international laws, and that you will not use the Service and/or the Software for any illegal purpose.

5. USER ID

Some functions of this Service, may require you to register by selecting a unique user identification ("User ID") and password, and providing certain information about yourself. In registering as a user, you represent and warrant that you are of legal age to form a binding contract, and agree to provide accurate, current, and complete information about yourself as prompted, and to maintain and promptly update the information to ensure that it remains accurate, current, and complete. If you provide any information that 2Rcode believes to be inaccurate, not current, or incomplete, or if you select a User ID that 2Rcode, in its sole discretion, finds offensive or inappropriate, 2Rcode has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

You agree to (a) keep your password confidential and to only log in with your User ID and password, (b) ensure that you exit from your account at the end of each session, and (c) immediately notify 2Rcode of any unauthorized use of your User ID and/or password. You are fully responsible for all activities that occur under your User ID. 2Rcode will not be liable for any loss or damage arising from your failure to comply with this Section.

6. ABILITY TO ACCEPT TERMS OF SERVICE

The 2Rcode Site is not intended for children under 13, unless otherwise authorized by the parent and/or legal guardian. You affirm that you are either more than 13 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this TOU, and to abide by and comply with these TOU.


7. BROADCASTING

You are fully responsible for all activities that occur under your broadcasting (e.g., live streaming). 2Rcode will not be liable for any loss or damage arising from your failure to comply with this Section.

 

The 2Rcode service is offered for free to charity organizations as well as end-users that are using the service for personal use. For any other use case, 2Rcode offers a variety of live streaming services. 2Rcode will not take responsibility for operator charges when using live streaming services.

8. 2RCODE PRIVACY POLICY

Information that you provide at registration, as well as certain other information about you, is subject to our Privacy Policy.

9. USER CONDUCT

You understand and agree that by using the Service and the Site and as long as your User ID, Software Client, or Broadcasting Channel is open, all information, data, text, scripts, software, images, music, sounds, photographs, graphics, video, movies, messages, goods, products, services, advertisements or other materials and the trademarks, service marks, and logos contained therein made available through the 2Rcode Site, the Software or the Service by or on behalf of a third party (collectively, the "Content") are the sole responsibility of the individual or entity from which such Content is originated. 2Rcode is not responsible for any Content broadcasted, posted, displayed, transmitted or otherwise distributed through the Service or the Site. This means that you, and not 2Rcode, are entirely responsible for all Content that you broadcast, post, display, transmit or otherwise distribute through the Service. 2Rcode cannot guarantee the truthfulness, authenticity, quality or accuracy of said Content. Under no circumstances will 2Rcode be liable in any way for any Content, including, without limitation, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content broadcasted, posted, transmitted or otherwise made available via the Service.

 

You acknowledge that 2Rcode does not ordinarily monitor Content. 2Rcode can therefore not guarantee the screening of the Content. Consequently, the possibility exists that you are confronted with offensive, inaccurate, false or otherwise undesirable Content. 2Rcode reserves the right to investigate reports of misuse of its Service and to protect its intellectual property and other assets. 2Rcode and its designees shall have the right (but not the obligation) in their sole discretion to refuse, change, delete, or re-categorize any Content that is available via the Service or the Site. Without limiting the foregoing, 2Rcode and its designees shall have the right to remove any Content that violates the TOU or is in direct infringement of intellectual property rights (including copyrights, trademarks, service marks and the like) or is otherwise objectionable to 2Rcode. Any decision to refuse access or to refuse broadcasting Content is within the sole discretion of 2Rcode, its designees. You agree that any improper, abusive, fraudulent, and/or illegal activity or violation of the TOU may be grounds for immediate termination of your access to the Site, Service and/or Software. You further agree and acknowledge that you must evaluate, and that you bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

 

When registering for broadcasting of any Content, you agree to select an accurate category for your Content. In addition, you agree that you will refrain from using tags or submitting information on the channel that do not pertain to the Content or that infringe upon third party's intellectual property (including copyrights, trademarks, service marks and the like).

 

By using or accessing the Service as a broadcaster or as a viewer, you hereby agree to refrain from the following:

 

   (a) broadcasting, posting, transmitting, or displaying materials containing obscene or pornographic content;
 

   (b) broadcasting, posting, transmitting, or displaying Content that is unlawful, harmful, defamatory, threatening, abusive, harassing, tortuous, vulgar, libelous, invasive of another's privacy, hateful or otherwise offensive or objectionable. This includes, by way of example, Content that promotes or condones bigotry, prejudice, racism, or hatred, as well as other Content that is racially or ethnically objectionable;

 

   (c) broadcasting, posting, transmitting, or displaying Content that exploits children or otherwise harms minors;

 

   (d) violating the rights of another individual or entity, including but not limited to any of such party's intellectual property rights;

 

   (e) broadcasting, posting, transmitting, or displaying Content, including but not limited to tags/links placed on such user Content, that infringes upon any patent, trademark, service mark, copyright, trade secret, right of publicity, or other proprietary right of a third party unless you have the permission from the rightful owner to post the Content and to grant 2Rcode all of the license rights granted herein;

 

   (f) broadcasting, posting, transmitting, displaying, or linking to material used to circumvent copy-protected devices and software, including serial or registration numbers for software programs, cracker utilities, and software used for game emulation;

 

   (g) interfering with or disrupting the Service and/or the servers or networks connected to the Service or to other users of the Service or circumventing, disabling or interfering with security features on the 2Rcode Site;

 

   (h) broadcasting, posting, transmitting, or displaying unsolicited advertisements or advertisements in Content identified as advertisements free, promotional materials, "spam", "junk mail", "chain letters", and "pyramid schemes";

 

   (i) stalking or otherwise harassing another person;
 

   (j) impersonating any person or entity, including, but not limited to, a 2Rcode employee, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

 

   (k) forging or intentionally modifying headers or other information for the purpose of disguising the origin of any Content transmitted through the Service;

 

   (l) broadcasting, posting, transmitting, or displaying any Content that you do not have a right to transmit 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);

 

   (m) broadcasting, posting, transmitting, or displaying 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 including without limitations spyware, trojan horse, malicious code, time-bomb etc.;

 

   (n) violating any applicable local, state, national or international law, and any applicable regulations having the force of law;

 

   (o) promoting or providing instructional information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices; and/or

 

   (p) offering for sale or selling any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) 2Rcode determines, in its sole discretion, is inappropriate for transmission through the Service.


In addition, you agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," or other similar systems, that access the video, television, film or other digital media Content through 2Rcode Site or performing automated registration to the Site in a manner that sends more request messages to the 2Rcode servers in a given period of time than a human user can reasonably produce in the same period by using a conventional web browser, or automatically records the content of channels in a given period of time than a user can reasonably watch, or create automatic searches and clicks on channels links and watch marks in a given period of time than a human user can reasonably produce. Notwithstanding the foregoing, 2Rcode may, in its sole discretion, grant (pursuant to a written agreement acceptable to 2Rcode) the operators of public search engines and other third parties 2Rcode may identify from time to time permission to use spiders and other indexing devices to copy, access and index certain materials from the Site, including, without limitation, html page links, open data APIs and metadata 2Rcode makes available from time to time, for the sole purpose of creating publicly available searchable indices of such materials or otherwise making such materials available on the Internet. 2Rcode reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including User IDs, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. You understand that your Content may be transmitted over various networks and changed to conform and adapt to technical requirements.

10. TERMINATION

You agree that 2Rcode may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your User ID or Broadcasting Channel as a viewer as well as a broadcaster, and remove or discard from the Service any and/or Content associated with your User ID or Broadcasting Channel. Grounds for such termination may include, but are not limited to, (a) extended periods of inactivity, (b) violating or acting inconsistently with the letter or spirit of this TOU, (c) discontinuance or material modification of the Service, or (d) requests by Content owners or law enforcement or other government agencies. 2Rcode may also in its sole discretion and at any time, discontinue providing this Site, the Software and/or the Service, or any part thereof, with or without notice.

11. INTELLECTUAL PROPERTY

The information, artwork, text, video, audio, or pictures (collectively, "Materials") made available through the Service/Site or Software are protected by copyright laws. You may only access and use the Materials for personal or educational purposes. You may not modify or use the Materials for any other purpose. Except for Content rightfully provided by you, you may not reproduce, republish post, transmit or distribute any Materials on the Site.

 

2Rcode does not claim ownership of the Content made available through the Service. By broadcasting Content through the use of the Service, you represent and warrant that (i) you have all necessary licenses, rights, consents, and permissions to use, distribute and transmit and authorize 2Rcode to use, distribute and transmit all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such Content to enable inclusion, use, display, performance and/or transmission of such Content in the manner contemplated by the Site, Service, Software and this TOU; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in such Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such Content in the manner contemplated by the Site, Service, Software and this TOU.

 

By broadcasting Content through the use of the Service, you hereby grant 2Rcode a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, reproduce, distribute, transmit, prepare derivative works of, modify, display, publish and perform such Content on, through or in connection with the 2Rcode Site, Software, Service and 2Rcode's (and its successor's) business in any media formats and through any media channels, including without limitation, for promoting and redistributing part or all of the 2Rcode Site, Software and Service (and derivative works thereof). You also hereby grant each user of the 2Rcode Site, Software, Service and business in the applicable Viewers Network, a non-exclusive right to access your broadcasting Content through the Site, Service and/or Software, subject to their payment of any applicable fees, if applicable. By registering as a user to the Service, you may search and access for Content broadcasted which is available as per your User ID. Except as permitted herein and under the scope of the Service, you shall not to use, copy, reproduce, transmit, broadcast, display, perform, license, modify, rent, distribute, lease, loan, sell, or otherwise exploit the Content broadcasted by other user, and not to create derivative works based on such Content, in whole or in part.

 

Except for Content included by third parties (including our users), all aspects of the Service and the Site, including but not limited to the graphics, text, audio, images, pictures, icons, movies, video, layout, and look and feel of the Site, are protected by copyrights, trademarks, service marks, and/or other proprietary rights under all applicable laws. The web site and all the content contained therein are, among other things, protected as a collective work or compilation under applicable copyright laws and treaties. By using or accessing this Service you agree to comply with all applicable laws that protect 2Rcode's proprietary interests in the material appearing on, embodied in or related to the Service, the Site and/or the Software. All materials and Content from the Service may be accessed for personal use only. Except as expressly authorized by 2Rcode (which it may do in its sole and absolute discretion), and as permitted herein, you agree not to use, copy, reproduce, transmit, broadcast, display, perform, license, modify, rent, distribute, lease, loan, sell, or exploit for any commercial purpose any portion of the Service, use of the Service, or access to the Service, and not to create derivative works based on the Service, in whole or in part.

 

2Rcode does not want to receive confidential or proprietary information from you through the Service or by email. In the absence of an express written agreement between you and an authorized 2Rcode representative , any material, information or idea you transmit to 2Rcode by any means may be disseminated or used by 2Rcode or its affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to personal information that is subject to our Privacy Policy, which are separate provisions.

12. NOTIFICATION AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT OR INTELLECTUAL PROPERTY INFRINGEMENT

2Rcode will take appropriate actions in response to notice of copyright infringement. If you believe that your work has been broadcasted, used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this site or the Service, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):


   (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;


   (ii) Identification 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;

 

   (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

 

   (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

 

   (v) 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

 

   (vi) 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.

You acknowledge that if you fail to comply with all of the requirements of this Section12, your DMCA notice may not be valid.

 

To reach 2Rcode for Notice of claims of copyright infringement:


           2Rcode c/o SMS Threads, Inc.
           525 W Hawthorne Place #1603
           Chicago, IL 60657
           By email: Legal@2Rcode.com

 

Please contact us immediately, in writing if you believe that your work has been broadcasted, used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this Site or the Service. 2Rcode will not respond to any other inquiries.


13. LINKING

Subject to the limitations specified in this Section, 2Rcode grants you a non-exclusive, non-assignable, license to provide hypertext links from your web site to certain materials made available on or within the Site from time to time provided however that you shall not publish any link for Content broadcasted to close community network. You agree, however, not to publish a link to 2Rcode from any page that contains content, information, or other material prohibited by Section 6 of this TOU.

 

2Rcode provides Software which, subject to such Software's EULA, you may incorporate into your own personal, non-commercial sites for use in accessing the Content on the Site, provided that you include a prominent link back to the Site on the pages containing the Software.


2Rcode assumes no responsibility for the content, privacy policies, or other practices of any third party websites, and 2Rcode encourages you to read the terms and conditions or other policies of such third parties prior to the use of their websites. By using the Service, you agree that 2Rcode shall not be liable in any manner from your use of any third party website.

14. OPEN SOURCE CODE

You acknowledge that various open source code components are included in the Software ("Open Source Code(s)"). Such Open Source Codes are licensed under the terms of applicable open source license agreements. The Open Source Code is composed of individual software components, each of which has its own copyright and its own applicable license conditions.  Please contact us at Legal@2Rcode.com.

15. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:


YOUR USE OF THE SERVICE, THE SITE AND THE SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE, THE SITE AND THE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, 2RCODE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, THE SERVICE, THE SOFTWARE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. 2RCODE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT MADE AVAILABLE THROUGH THIS SITE OR THE SERVICE OR THE SOFWTARE OR THE CONTENT OF ANY SITES LINKED TO THIS SITE OR THE SOFTWARE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (i) BROACASTING CONTENT AND/OR WATCHING THE BRADCASTED CONTENT AND/OR OTHERWISE USING THE CONTENT INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, THE TIMELINESS, DELETION, OR MIS-DELIVERY OF ANY CONTENT, OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF SITE OR SERVICE, (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICE, (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE OR THE SERVICE BY ANY THIRD PARTY, AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT BROADCASTED, POSTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICE. 2RCODE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CONTENT, THE SITE OR SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND 2RCODE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM 2RCODE OR THROUGH THE 2RCODE SERVICE OR SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.

16. LIMITATION ON LIABILITY

YOU UNDERSTAND AND AGREE THAT 2RCODE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF 2RCODE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATING TO THE SITE AND/OR THE SERVICE AND/OR THE SOFTWARE AND/OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

17. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT 2RCODE'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF $100 USD.

18. INDEMNIFICATION

YOU AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS 2RCODE, ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES AGAINST ANY CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING BROUGHT AGAINST 2RCODE, ITS EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES ("CLAIM") TO THE EXTENT SUCH CLAIM, ARISES OUT OF, OR IS RELATED TO YOUR CONTENT, YOUR ACCESS OR USE OF THE SITE, SERVICE, OR SOFTWARE, YOUR VIOLATION OF THIS TOU, OR OF ANY RIGHTS OF ANOTHER, INCLUDING, WITHOUT LIMITATION, ACCESS OR USE OF THE SITE OR SERVICE BY SOMEONE ELSE, OR VIOLATION BY SUCH OTHER PERSON OF THE TOU, USING YOUR COMPUTER OR USER ID. THIS INDEMNIFICATION AGREEMENT ALSO APPLIES (WITHOUT LIMITING) TO ANY CLAIM, DIRECTLY OR INDIRECTLY RELATED TO THE SERVICE, SITE OR SOFTWARE (I) THAT YOUR USE OR ACCESS OR ANOTHER PERSON'S USE OR ACCESS OF YOUR COMPUTER OR USER ID INFRINGES ANY COPYRIGHT, TRADEMARK, SERVICE MARK, PATENT, TRADE SECRET, RIGHT OF PUBLICITY, OR OTHER PROPRIETARY RIGHT OF A THIRD PARTY UNDER ANY LOCAL, INTERNATIONAL, FEDERAL, OR STATE LAW; (II) THAT YOUR USE OR ACCESS TO THE SERVICE IS IN ANY WAY DEFAMATORY, SLANDEROUS, LIBELOUS, OR OTHERWISE INJURIOUS TO A THIRD PARTY.

 

YOU AGREE TO PAY ANY AND ALL COSTS, DAMAGES AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS AWARDED OR INCURRED BY OR IN CONNECTION WITH ANY SUCH CLAIM, SUIT, ACTION, OR ADMINISTRATIVE PROCEEDING. THIS DEFENSE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THESE TOU AND YOUR USE OF THE SITE, SERVICE AND/OR SOFTWARE.

19. GOVERNING LAW

The Site is controlled and offered by 2Rcode, held by SMS Threads, Inc., a State of Illinois Corporation. 2Rcode makes no representations that the 2Rcode Site is appropriate or available for use in other locations. Those who access or use the 2Rcode Site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

The TOU and the relationship between you and 2Rcode shall be exclusively governed by and construed in all respects under the laws of the State of Illinois, in Cook County, without giving effect to any choice-of-law or conflict-of-laws provisions. You agree that: (i) the 2Rcode Site shall be deemed solely based in the State of Illinois, in Cook County; and (ii) the 2Rcode Site shall be deemed a passive Site that does not give rise to personal jurisdiction over 2Rcode, either specific or general, in jurisdictions other than the State of Illinois. You and 2Rcode further agree to submit to the personal jurisdiction of the courts located in the State of Illinois, for any and all legal claims, suits or actions that arise in connection with this Service, Site or from a dispute as to the interpretation or breach of the TOU.

20. GENERAL

(A) Waiver And Severability. The failure of 2Rcode to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any of the provisions of the TOU are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, 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 the TOU remain in full force and effect.

 

(B) Entire Agreement. The TOU, together with the Privacy Policy at http://www.2Rcode.com/privacy, any applicable EULA and any other legal notices published by 2Rcode on the Site or through the Software, constitute the entire and only agreement between you and 2Rcode with respect to the Service and the Site, and supersedes any prior agreements, oral or written, between you and 2Rcode. Any and all other collateral representations, promises, and conditions; and any representation, warranty, promise or condition not incorporated herein or made as provided for in this TOU shall not be binding on 2Rcode. The section titles in the TOU are for convenience only and have no legal or contractual effect. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. You also may be subject to additional terms and conditions that may apply when you use affiliate or other 2Rcode services, third-party content or third-party software.

 

(C) No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this TOU, there shall be no third party beneficiaries to this TOU.

 

(D) No Right Of Survivorship; Non-Transferability. You agree that your 2Rcode User ID/Broadcasting Channel is non-transferable and any rights to your User ID/ Broadcasting Channel or Content terminate upon your death.

 

(E) Statute Of Limitations. 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 SERVICE OR THE TOU MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

 

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