Terms of Use

PLEASE READ THESE TERMS OF USE CARFULLY BEFORE USING THE WEBSITE WWW.URBOLABS.COM OR THE MOBILE APPLICATION URBOLABS (TOGETHER REFERRED TO HEREIN AS “URBOLABS”). THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF URBOLABS AND URBOLABSS, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY URBOLABS.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING URBOLABS AND DO NOT USE ANY URBOLABS SERVICES.


These Terms of Use were last updated on June 1, 2017.


Your Acceptance of Terms of Use.

By registering for and/or using UrboLabs in any manner, including but not limited to visiting or browsing UrboLabs or using any services provided through UrboLabs, you agree to all of the terms and conditions contained herein ("Terms of Use") and all other operating rules, policies and procedures that may be published from time to time on UrboLabs, each of which is incorporated by reference and each of which may be updated by UrboLabs from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Use" section below.

The term "using" also includes any person or entity that accesses or uses UrboLabs with crawlers, robots, data mining, or extraction tools or any other functionality.

In addition, some services offered through UrboLabs may be subject to additional terms and conditions specified by UrboLabs from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of UrboLabs, including, without limitation, users who are contributors of content, information, and other materials or services on UrboLabs, individual users of UrboLabs, venues that access UrboLabs, and users that advertise on UrboLabs.


Access to UrboLabs.

Subject to these Terms of Use, UrboLabs may offer to provide services, as described more fully on UrboLabs, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services UrboLabs performs for you, any applications or widgets offered by UrboLabs that you download from UrboLabs or, subject to the terms set out under the "Third party Sites and Services" section below, from third party application stores (e.g., iTunes® store, Blackberry App World™, or Google Apps Marketplace) authorized by UrboLabs, as well as the offering of any materials displayed or performed on or through UrboLabs (including Content (as defined below)).


Registration and Eligibility.

You may browse UrboLabs and view Content without registering, but as a condition to using certain aspects of UrboLabs, you are required to register with UrboLabs and represent, warrant and covenant that you provide UrboLabs with accurate and complete registration information (including, but not limited to a user name ("User Name"), e-mail address and/or mobile telephone number and a password you will use to access UrboLabs) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your UrboLabs account. We recommend, but do not require, that you use your own name as your User Name so your friends can recognize you more easily.

You shall not:

UrboLabs reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your UrboLabs password. You shall never use another user's account without such other user's prior express permission. You will immediately notify UrboLabs in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract (and no younger than 13 years old), or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for UrboLabs. UrboLabs is not directed to individuals who are younger than 13 years old. UrboLabs may, in its sole discretion, refuse to offer UrboLabs to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access UrboLabs is revoked where these Terms of Use or use of UrboLabs is prohibited and, in such circumstances, you agree not to use or access UrboLabs or Services in any way.

If you use a mobile device, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on UrboLabss within 48 hours to ensure that your messages are not sent to the person who acquires your old number.


Content & User Submissions.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. UrboLabs cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using UrboLabs is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, any location information, "shouts", videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by UrboLabs on or through UrboLabs. Content added, created, uploaded, submitted, distributed, posted or otherwise obtained through UrboLabs by users, including personal information and/or Content that is added to UrboLabs in connection with users linking their accounts to third party websites and services, is collectively referred to as "User Submissions."

We may use your User Submissions in a number of different ways in connection with UrboLabs and UrboLabs’s business as UrboLabs may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing other users to do the same in connection with their own websites, media platforms, and applications (“Third Party Media”). By submitting User Submissions on UrboLabs or otherwise through UrboLabs, you hereby do and shall grant UrboLabs a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with UrboLabs and UrboLabs's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of UrboLabs (and derivative works thereof) or UrboLabs in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of UrboLabs and/or UrboLabs, including Third Party Media, a non-exclusive license to access your User Submissions through UrboLabs, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in connection with their use of UrboLabs, Service and Third Party Media. For clarity, the foregoing license grant to UrboLabs does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing with UrboLabs.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through UrboLabs is the sole responsibility of the person from which such Content originated; that UrboLabs will not be liable for any errors or omissions in any Content; and that UrboLabs cannot guarantee the identity of any other users with whom you may interact in the course of using UrboLabs.

When you delete your User Submissions, they will be removed from UrboLabs. However, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with users who have previously accessed or downloaded your User Submissions.


Ownership & Use of UrboLabs.

UrboLabs contains Content specifically provided by UrboLabs or its partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through UrboLabs.

Subject to these Terms of Use, UrboLabs grants each user of UrboLabs and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from UrboLabs, or from the copyright holder identified in such Content's copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.


Rules and Conduct.

As a condition of use, you promise not to use UrboLabs for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with UrboLabs. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through UrboLabs, including without limitation any User Submission, that:

UrboLabs has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography.

You shall not (directly or indirectly):

UrboLabs does not guarantee that any Content or User Submissions (as defined above) will be made available on UrboLabs or through UrboLabs. UrboLabs has no obligation to monitor UrboLabs, Content, or User Submissions. However, UrboLabs reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if UrboLabs is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from UrboLabs. UrboLabs also reserves the right to access, read, preserve, and disclose any information as UrboLabs reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of UrboLabs, its users and the public.


Third Party Sites and Services.

UrboLabs may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to UrboLabs. When you access third party websites, you do so at your own risk. These other websites are not under UrboLabs's control, and you acknowledge that UrboLabs is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. The inclusion of any such link does not imply endorsement by UrboLabs or any association with its operators. You further acknowledge and agree that UrboLabs 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 the use of or reliance on any such Content, goods or services available on or through any such website or resource.


Warranty Disclaimer.

Except to the extent required by law, UrboLabs has no special relationship with or fiduciary duty to you. You acknowledge that UrboLabs has no control over, and no duty to take any action regarding: which users gain access to UrboLabs; what Content you access via UrboLabs; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release UrboLabs from all liability for you having acquired or not acquired Content through UrboLabs. UrboLabs may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. UrboLabs makes no representations concerning any Content contained in or accessed through UrboLabs, and UrboLabs will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through UrboLabs.

You release us from all liability relating to your connections and relationships with other users. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with UrboLabs, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through UrboLabs. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through UrboLabs, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. URBOLABS, ANY SERVICES PROVIDED THROUGH URBOLABS, AND CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, EXCEPT TO THE EXTENT REQUIRED BY LAW.

URBOLABS, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) URBOLABS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH URBOLABS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING URBOLABS WILL MEET YOUR REQUIREMENTS. YOUR USE OF URBOLABS AND/OR CONTENT IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


Indemnification.

You shall defend, indemnify, and hold harmless UrboLabs, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to UrboLabs or Content or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity (except to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of UrboLabs). UrboLabs reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with UrboLabs in asserting any available defenses.


Limitation of Liability.

ALL LIABILITY OF URBOLABS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OF URBOLABS, CONTENT, OR USER SUBMISSIONS IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF URBOLABS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL URBOLABS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT URBOLABS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) FOR ANY OF THE FOLLOWING DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH URBOLABS, CONTENT, USER SUBMISSIONS, OR THESE TERMS OF USE (INCLUDING WITH RESPECT TO YOUR USE URBOLABS, SUBMISSIONS TO URBOLABS, YOUR INABILITY TO USE URBOLABS, MODIFICATION OR REMOVAL OF CONTENT SUBMITTED TO URBOLABS, ANY THIRD-PARTY OFFERINGS, PRODUCTS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH URBOLABS, AND ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED FROM A MERCHANT):

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, URBOLABS’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


Termination.

UrboLabs may terminate your access to all or any part of UrboLabs at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on UrboLabs. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.


Governing Law and Jurisdiction.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and UrboLabs agree that any cause of action arising out of or related to UrboLabs must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware. You and UrboLabs agree to submit to the exclusive jurisdiction of, and venue in, the United States Federal Courts or state courts located in Delaware in any dispute arising out of or relating to the Terms of Use. Use of UrboLabs is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.


Integration and Severability.

These Terms of Use are the entire agreement between you and UrboLabs with respect to UrboLabs, your use of UrboLabs, Content, or User Submissions, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and UrboLabs. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, UrboLabs must provide you with written notice of such waiver through one of its authorized representatives.


Modifications.

UrboLabs reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue UrboLabs (including without limitation, the availability of any feature, database, or Content) at any time by posting a notice on UrboLabs or by sending you notice through UrboLabs or via email. UrboLabs may also impose limits on certain features and services or restrict your access to parts or all of UrboLabs without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of UrboLabs following the posting of any changes to these Terms of Use constitutes acceptance of those changes.


Other.

UrboLabs shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond UrboLabs's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with UrboLabs's prior written consent. UrboLabs may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

When you use UrboLabs or send emails to UrboLabs, you are communicating with us electronically and consent to receive electronic communications related to your use of UrboLabs. UrboLabs will communicate with you by email or by posting notices on UrboLabs. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when posted or sent to the email address you provide on UrboLabs or from which you otherwise email UrboLabs.

UrboLabs may be contacted at:

contactus@urbolabs.com