Compass Interactive Terms and Conditions
Last Modified: July 26, 2019
THIS AGREEMENT CONTAINS AN ARBTIRATION CLAUSE (SECTION 19) AND CLASS ACTION WAIVER (SECTION 20) TO RESOLVE ANY DISPUTE RELATED TO THE COMPASS INTERACTIVE SITE OR COMPASS BROWSER APPLICATION PROVIDED BY COMPASS INTERACTIVE.
Please read the following carefully. This document is a legal agreement between Compass Interactive and you ( "you", "your", or the "End User," which expressions shall include any authorized users unless the context indicates otherwise). Your access to the Compass Browser Application is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by downloading, installing, and/or accessing any part of the Compass Browser Application and/or Compass Interactive Sites, you will be unconditionally bound by all the terms and conditions in this Agreement. If you do not agree to this Agreement, then you have no right to access, participate in, or use the Compass Browser Application or Compass Interactive Sites.
The stated purpose of this Agreement is to provide for a revocable, non-exclusive, limited license (in accordance with Section 4), to End User, for the duration of this agreement, to allow End User to download, install, and access Compass Interactive"s Compass Browser Application onto End User"s computing device, provided End User first agrees to all the terms and conditions in this Agreement, and such usage is at all times in accordance with this Agreement. The Compass Browser Application provided by Compass Interactive allows you to browse the world-wide web.
1.2. By accepting or agreeing to this Agreement, including by using the Compass Browser Application, on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, "End User", "you" and "your" will refer and apply to that company or other legal entity.
2.1. "Compass Browser Application" means Compass Interactive"s browser application made available to you for download, which allows you to browse the world-wide web, and excludes any Extensions.
2.3. "Extension" means a program, plug-in or extension that are provided by third-party entities to allow for additional services on the Compass Browser Application, which can be uninstalled at any time by going to the Compass Browser Application settings, or right clicking the extension and clicking "Remove from Compass Browser."
2.4. "Intellectual Property" means copyrights, trade-marks, trade dress, trade secrets, database rights, rights of confidentiality, and patents.
2.5. "Marks" means a party"s trademarks, Compass Interactive"s marks, logos and trade dress.
3.1. AGE REQUIREMENT: YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT (ARE AT LEAST 18 YEARS OLD) AND ARE NOT A PERSON BARRED FROM RECEIVING COMPASS BROWSER APPLICATIONS UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OTHER APPLICABLE JURISDICTION. IF YOU ARE UNDER THE AGE OF 18 YEARS OLD OR DO NOT AGREE TO THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE COMPASS BROWSER APPLICATION.
3.2. By downloading the Compass Browser Application, accessing or using any part of the Compass Interactive Sites, and/or giving any other form of active consent, you represent and warrant that you have read, and that you understand and agree to be bound by the terms of this Agreement, as modified by Compass Interactive from time to time and posted at each Compass Interactive Site. If you do not agree to this Agreement, then you have no right to download, install, or otherwise access the Compass Browser Application, the Compass Interactive Sites, or any part thereof.
3.3. Compass Interactive may in its sole discretion elect to cease providing you with access to the Compass Browser Application, or any part thereof, at any time, and with or without notice to you.
3.4. After your download of the Compass Browser Application, or access to any part thereof, a contract in accordance with the terms of this Agreement will be deemed to have been formed.
4.1. The Compass Browser Application incorporates certain open-source software and code provided by third-parties. The open-source software and code are provided to you, subject to the licensing terms of the open-source software and code providers. These public licenses allow you to use the open-source code free of charge and you are permitted to distribute the open-source code, subject to these public licenses.
The terms of the public licenses listed below, supersede the terms of this Agreement. The licensing rights granted in this Agreement shall not be construed to limit or expand any rights granted in the open-source public license terms. Please review each license agreement below that is provided by open-source third-party software providers that is currently used in the Compass Browser Application:
4.1.2 Chromium: Chromium: http://www.chromium.org
4.1.3 GNU: http://www.gnu.org/licenses/lgpl.html
4.1.4 MIT License: http://www.opensource.org/licenses/mit-license.php
4.2. End User acknowledges and agrees Compass Interactive and/or its licensors own all Intellectual Property in connection with the Compass Interactive Sites and the executable version of the Compass Browser Application (subject to the open-source third-party licenses in Section 4.1), and all upgrades that replace or upgrade the Compass Browser Application provided by Compass Interactive. Except as expressly stated herein, this Agreement does not grant End User any Intellectual Property rights or licenses in or to the Compass Interactive Sites or Compass Browser Application.
4.3. Subject to the terms, limitations and conditions herein, Compass Interactive grants to End User a non-exclusive, limited, license during the Term to download, install, and access Compass Interactive"s Compass Browser Application. All rights granted by Compass Interactive to End User shall expire upon termination of this Agreement.
4.4. Compass Interactive will retain all right, title and interest in and to the Compass Browser Application (subject to the open-source, third-party license agreements in Section 4.1), the Compass Interactive Sites, and all data generated by Compass Interactive, including without limitation, data generated by its click tracking system and other performance measurement applications (for installation and uninstallation metrics with respect to the Compass Browser Application), and all associated Intellectual Property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, information, algorithms, taxonomies, trade secrets and other intellectual property rights therein). Except as expressly stated herein, this Agreement does not grant End User any rights to, or in, copyrights, database rights, trademarks, trade names, trade secrets (registered or unregistered), or any other rights or licenses in respect to the Compass Browser Application or the Compass Interactive Sites.
4.5. Compass Interactive is a Trademark of Compass Interactive.
4.6. In no event shall Compass Interactive, its employees, agents or sub-contractors be liable to End User for any alleged Intellectual Property infringements (i) based on a modification of the Compass Browser Application or Compass Interactive Sites by anyone other than Compass Interactive; (ii) if End User has been notified of the alleged or actual infringement by Compass Interactive or any appropriate authority, and End User continued to use the Compass Browser Application after such notice was given; or (iii) if End User uses the Compass Browser Application or Compass Interactive Sites, or any portion thereof, in way that is contrary to the instructions provided by Compass Interactive, whether by email or on the Compass Interactive Sites. The foregoing constitutes Und User"s sole and exclusive remedy and Compass Interactive"s sole liability in the event of any claim regarding infringement of any Intellectual Property.
The license granted above is conditioned upon End User"s, observance of the following restrictions: (i) except as expressly permitted herein, End User will not display, use, reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way any materials in connection with the Compass Interactive Sites or Compass Browser Application, except in accordance with the terms of this Agreement or as permitted in Section 4.1; (ii) End User will not display, sublicense or syndicate the Compass Browser Application on or to any third-party or website, unless it first obtains Compass Interactive"s prior written consent or such usage is permitted by the license agreements in Section 4.1; and (iii) Compass Interactive reserves the right, in its sole discretion, to modify, discontinue or terminate this Agreement, The Compass Browser Interactive Sites, and/or the Compass Browser Application, in whole or in part, at any time.
6.1. Compass Interactive Browser provides a service that is designed to allow you access the world wide web. The Compass Interactive Browser may be used by you to access websites across the world wide web, and download content on websites that are not owned or controlled by Compass Interactive. You are solely responsible for ensuring that content you access while using the Compass Interactive Browser Application is not offensive or objectionable by you. It is also solely your responsibility for ensuring any content you download while using the Compass Interactive does not infringe upon any copyright laws or other third-party rights.
6.2. COMPASS INTERACTIVE SHALL NOT BE LIABLE FOR THE ERRORS, OMISSIONS, SERVICE OUTAGE, DATA COLLECTION PRACTICES, THE CONTENT, OR ANY OTHER LIABILITY IN CONNECTION WITH ANY THIRD-PARTY WEBSITE. USE OF THIRD-PARTY WEBSITES IS AT YOUR OWN RISK.
7.2 COMPASS INTERACTIVE SHALL NOT BE LIABLE FOR THE ERRORS, OMISSIONS, SERVICE OUTAGE, DATA COLLECTION PRACTICES, OR ANY OTHER LIABILITY IN CONNECTION WITH ANY THIRD-PARTY EXTENSIONS. USE OF THIRD-PARTY EXTENSIONS IS AT YOUR OWN RISK.
7.3 YOU MAY UNINSTALL ANY COMPASS BROWSER APPLICATION EXTENSION AT ANY TIME BY REMOVING THE EXTENSIONS IN YOUR COMPASS BROWSER APPLICATION SETTINGS, OR RIGHT-CLICKING THE EXTENSION AND SELECTING "UNINSTALL FROM COMPASS BROWSER."
8.1. The Compass Browser Application is free to download and use, provided that you agree to be bound by all the terms of this Agreement.
8.2. Certain third-party Extensions may provide additional services that add features to the Compass Browser Application, where the third-party company charges fees for using the Extension. Please review the terms and conditions and billing information at the websites for each third-party Extension you install. Some Extensions may offer a free trial, which is followed by a subscription period. Please be reminded that Compass Interactive is not affiliated with third-party Extensions, and that all fees associated with your use of the Extensions is between you and the third-party entity providing the Extension.
9.1. You may uninstall the Extensions at any time by navigating to the Compass Browser Application settings and uninstalling the Extension, or right-clicking on the Extension itself and then clicking on "Remove from Compass Browser."
9.2. You may uninstall the Compass Browser Application at any time, by selecting the "Start" button, then select "Settings" > "Apps" > "Apps & features." Next, select the Compass Browser Application that you want to remove, and then select "Uninstall."
9.3 Please contact us if you have any questions or need any further guidance on how to remove the Compass Browser Application or any Extensions.
BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL RIGHTS AND AGREE TO HOLD COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
The Compass Browser Application, or any part thereof may be modified, suspended, or terminated by Compass Interactive at any time in its sole discretion and without notice.
12.1. End User represents and warrants it has the full right and authority to enter into this Agreement and to perform the acts and obligations required of it hereunder.
12.2. End User represents and warrants that execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and it will comply with all applicable laws, rules and regulations (including, without limitation, privacy and data control laws).
12.3. End User represents and warrants that it will not use the Compass Browser Application, or any part thereof, to gain unauthorized use to any third-party device.
12.4. End User represents and warrants that it will not use the Compass Browser Application to infringe any third-party intellectual property rights or other third-party rights.
12.4. End User represents and warrants that it will fully comply with all terms and conditions in this Agreement.
End User shall not use the Compass Browser Application, the Compass Interactive Sites, or any part thereof, to build (i) a service or product that competes with the Compass Browser Application; (ii) assist any other person or company to compete with the Compass Browser Application; or (iii) in any other way compete with the Compass Interactive Compass Browser Application.
14.3. Data Communications Security. You acknowledge and agree email communications are generally not an encrypted form of communication, and Compass Interactive shall not be responsible for any interception of Data by third parties, that is sent to Compass Interactive by way of email or other form of unencrypted electronic communication.
14.4. Prohibited Data. In no event shall you send Compass Interactive any data that is generally considered highly sensitive or falls under the "special categories of personal data" under the GDPR. This includes, but is not limited to, personal data revealing racial or ethnic origin, religious beliefs, genetic data, data concerning a person"s health, a person"s sexual orientation, trade union membership, or biometric data.
You agree to indemnify and hold Compass Interactive and its officers, directors, agents, affiliates, licensors and employees harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation all attorneys" fees and costs of every kind, including expert fees and not limited to statutory costs), arising out of (1) your use of the Compass Browser Application, (2) your breach of any term, warranty, representation or covenant in this Agreement, or (3) any claims by any third-party in connection with this Agreement. End User"s obligation to indemnify Compass Interactive is conditioned upon Compass Interactive providing prompt notification of any and all such claims, unless the failure to notify does not materially and adversely affect the defense. Compass Interactive will reasonably cooperate with End User in the defense and/or settlement thereof, at End User"s expense. Compass Interactive may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at the Compass Interactive"s sole cost and expense. End User party shall not settle any third-party claim in a manner detrimental to Compass Interactive without the written consent of Compass Interactive.
16.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPASS INTERACTIVE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), WITH RESPECT TO THE PROVISION OF THE COMPASS BROWSER APPLICATIONS PROVIDED TO END USER HEREIN. ABSENT ANY PROVISION TO THE CONTARY HEREIN, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, END USER ACKNOWLEDGES THAT THE COMPASS BROWSER APPLICATION PROVIDED BY COMPASS INTERACTIVE HEREIN AND THE COMPASS INTERACTIVE SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.
16.2. Compass Interactive is not responsible if the Compass Browser Application, Compass Interactive Sites, or related materials provided by Compass Interactive is inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Compass Interactive may undertake from time to time; or (iii) other causes beyond the control of Compass Interactive, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.
16.3. Compass Interactive does not warrant that the Compass Browser Application will be operational at all times or that the Compass Browser Application will be fully secure while you browse the internet. Compass Browser Application does not warrant that the Compass Browser Application will be free from viruses, or that it will prevent theft of any personal data by any third-party.
17.1. LIMITATION OF LIABILITY
17.2. TOTAL LIABILITY
17.3. YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONBLE ALLOCATION OF RISKS; (B) THAT YOU AND COMPASS INTERACTIVE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. YOU ACKOWLEDGE THAT THE TERMS IN THIS AGREEMENT AND THIS SECTION 17 (LIMITATION OF LIABILITY) ARE A FAIR ALLOCATION OF RISKS BETWEEN YOU AND COMPASS INTERACTIVE.
18.1. End User shall not assign any of its rights or obligations under this Agreement, in whole or in part, without Compass Interactive"s written consent.
18.2. Compass Interactive may at any time assign, in whole or in part, its rights or obligations under this Agreement without the consent of and without prior notification of End User.
19.1. Any dispute over sums owed pursuant to this Agreement shall be resolved by arbitration before a single arbitrator. Arbitration shall be conducted in accordance with California Code of Civil Procedure section 1280 et. seq. All arbitration-related hearings shall be conducted in Los Angeles, CA before ADR Services, Inc. The arbitrator shall be from the Southern California area and the arbitrator will be selected by the mutual agreement of the parties. If the parties cannot agree on a single arbitrator, then the arbitrator shall be selected in accordance with the then in effect rules of ADR Services, Inc. Once selected, the Arbitrator shall be empowered to hear and resolve any and all issues related to, arising from, based upon or in any way related to the dispute, whether based in law or equity. The Arbitrator shall issue rulings, decisions, orders, judgments and permanent injunctions as applicable and appropriate. The prevailing party in said arbitration shall be awarded, Attorney"s fees and costs as well of the costs of the arbitrator. If a party is files a motion or petition to compel arbitration, then the prevailing party in said motion or petition shall be awarded interim attorney"s fees and costs related to the motion or petition.
19.2. A Party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that We do not have a physical address on file for you, by electronic mail ("Notice"). Compass Interactive"s address for Notice is: Compass Interactive, LLC. Attention: 15445 Ventura Blvd., #318, Sherman Oaks, CA 91403, USA. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if We do not reach an agreement to do so within 30 days after the Notice is received, you or Compass Interactive may commence an arbitration proceeding.
19.3. You specifically agree that any claim or cause of action you may have arising out of this Agreement will be brought only in your individual capacity. You agree and acknowledge that you will not be a Party, class member, or representative of any class action proceedings against Us. Also, an arbitrator may not consolidate more than one person"s claims, and may not otherwise preside over any form of a representative or class proceeding.
19.4 ANY CLAIM OR CAUSE OF ACTION RELATING TO OR PERTAINING TO THIS AGREEMENT MUST BE ARBITRATED AS SET OUT IN THIS SECTION 18 WITHIN ONE (1) YEAR OF THE OCCURRENCE GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. THIS TIME LIMITATION APPLIES TO ALL TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. ALL CLAIMS OR CAUSES OF ACTION NOT INITIATED WITHIN THE TIME RESTRICTION AS SET FORTH IN THIS SECTION 18.4 ARE PERMANENTLY BARRED.
This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of the parties. Arbitration hearings shall be held solely in Los Angeles, California for all actions arising out of or related to this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPASS INTERACTIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
Any notice or other communication to be given hereunder will be in writing and will be (as elected by the party giving such notice): (i) personally delivered; or (ii) sent by prepaid overnight delivery Compass Browser Application such as FedEx or USPS Express Mail, with delivery confirmation and/or return receipt; a courtesy copy shall also be send by email or facsimile. Unless otherwise provided herein, all notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally. Either party may change its address for purposes hereof on not less than three (3) business days prior notice to the other party.
Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.
24.1. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
24.2. Failure of either Party to require strict performance by the other party of any provision shall not affect the Party's right to require strict performance thereafter. Waiver by either Party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and terminating all previous communications, representations or Agreements, whether written or oral between the parties relating to the Compass Browser Application and Compass Interactive Sites.
This Agreement may be executed in two or more counterparts, each of which shall be an original or copy and all of which together shall constitute one instrument.
Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.