Terms and Conditions

Last updated: October 13, 2015

These Terms and Conditions (“Terms”) are a contract between you (“you”, “your” or “user”) and Parkt, Inc. d/b/a Validated (“Validated”, “we”, “us” or “our”) and applies to your use of: (a) the Validated website located at validated.co, the Validated mobile application (the “App”), and any associated hosted websites or mobile applications (collectively, the “Validated Site”), and (b) any of the services provided to you by us (together with the Validated Site, the “Validated Services”).

By accessing or using the Validated Services or otherwise using the Validated Site, you agree to comply and be legally bound by these Terms. If you do not agree to any of the terms set forth herein, you may not access or use any of the Validated Services.

1. VALIDATED SERVICES.

The Validated Services include the following:

(i) Consumer Services – The creation of an account (a “Validated Account”) that allows you to receive and manage validation offers from approved merchants (a “Validation Offer”), and redemption functionality with which you can redeem Validation Offers for Validation Credits (defined below).

(ii) Merchant Services – A platform that allows merchants to create and manage Validation Offers (the “Merchant Services”).

2. CONSUMER SERVICES.

2.1 Creating an Account. In order to use any of the Validated Services, you must first register by providing your first and last name, and a valid email address and password. Upon successful completion of the registration process, Validated will establish your Validated Account.

2.2 Validation Offers. By creating a Validated Account, you may from time to time receive Validation Offers through the App. Validation Offers are created and managed by approved merchant sponsors (a “Merchant”), subject to the terms and conditions of the Merchant Services Agreement.

2.3 Redemption. Validation Offers are redeemable directly with the Merchant. The conditions, if any, of a Validation Offer are determined by the Merchant, and such Merchant is solely responsible for determining the redeemability of a Validation Offer. Availability of a Validation Offer cannot be guaranteed by Validated.

2.4 Expiration of Validation Offer. Validation Offers may expire on a specific date or at a specific time, and will not be redeemable after expiration.

2.5 Validation Credits. When you successfully redeem a Validation Offer, you will receive a corresponding amount of credits (“Validation Credits”). Validation Credits can be redeemed for cash or bitcoin. If you choose to redeem Validation Credits for bitcoin, the USD/bitcoin exchange rate used will be determined by Validated in its sole discretion. If you accumulate 50 Validation Credits, your Validation Credits will be automatically redeemed using the default redemption method on your account. Validation Credits that are not redeemed within twenty four (24) months will expire. Cash redemptions will be deposited directly into the bank account connected to your Validated Account.

2.6 Bitcoin Transactions. Bitcoin transactions are irreversible. Validated will send bitcoins to the wallet address associated with your Validated Account. Validated will not be responsible for bitcoins sent to a wallet address you entered incorrectly. Please confirm the wallet address associated with your account is correct before redeeming your Validation Credits. Validated has no control over the value of bitcoin. The price or value of bitcoin can fluctuate rapidly, and could potentially go to zero. You should carefully consider whether holding bitcoin is suitable for you in light of your financial condition. A bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may never be completed if it remains in a pending state, which could delay your ability to redeem Validation Credits.

3. MERCHANT SERVICES.

See Merchant Services Agreement.

4. USE OF THE VALIDATED SERVICES.

4.1 License. Validated grants you a limited, nonexclusive, nontransferable, nonsublicensable license, subject to these Terms, to access and use the Validated Site, and the content, materials, information and functionality available in connection therewith (collectively, the “Content”) solely for information, transactional, or other approved purposes as permitted by Validated from time to time. Any other use of the Validated Site or Content is expressly prohibited. All other rights in the Validated Site or Content are reserved by us and our licensors. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Validated Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Validated Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without the prior written permission of Validated. If you violate any portion of these Terms, your permission to access and use the Validated Services may be terminated pursuant to these Terms. In addition, we reserve the right to all remedies available at law and in equity for any such violation. “Validated.co”, “Validated”, and all logos related to the Validated Services or displayed on the Validated Site are either trademarks or registered marks of Validated or its licensor. You may not copy, imitate or use them without Validated’s prior written consent. Validated reserves the right to check relevant transportation services on your device.

4.2 Third Party Websites. The Validated Site may contain links to third party websites and resources (“Third Party Material”) not controlled by us. You acknowledge and agree that Validated is not responsible or liable for (i) availability or accuracy of such Third Party Material, (ii) the content, products or services on or available from such Third Party Material. Links to such Third Party Material do not imply any endorsement by Validated of such Third Party Material or the content, products or services available from such Third Party Material. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Material.

4.3 Restricted Activity. In connection with your use of the Validated Services, you will not:

> Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member;

> Defraud or attempt to defraud Validated or any participating merchant;

> Provide false, inaccurate or misleading information;

> Infringe upon Validated’s or any third party’s copyright, patent, trademark, or intellectual property rights;

> Otherwise attempt to gain unauthorized access to the Validated Site, other Validated Accounts, computer systems or networks connected to the Validated Site, through password mining or any other means; or

> Redeem Validation Credits to a bank account or bitcoin wallet address owned by someone other than you.

5. TERM AND TERMINATION.

5.1 Access to Service. YOU AGREE THAT VALIDATED HAS NO OBLIGATION TO ALLOW YOU ACCESS TO THE VALIDATED SERVICES OR ANY PART THEREOF, AND MAY REFUSE TO ALLOW ACCESS TO THE SERVICES TO YOU AT ANY TIME. Further, Validated may modify, suspend or discontinue the Validated Services, including the availability of Validation Offers, at any time and without notice or liability.

5.2 Term. Without limiting anything set forth in Section 5.1, these Terms shall become effective upon acceptance by you as described herein and shall remain in full force and effect until terminated in accordance with the terms hereof.

5.3 Termination of Validated Account. In its sole discretion, Validated may (a) suspend or terminate your access to any of the Validated Services, and (b) deactivate or cancel your Validated Account. If your Validated Account is terminated, Validated will automatically redeem your Validation Credits using the default redemption method on your account. If no default redemption method has been selected, you will have ninety (90) days to redeem your Validation Credits before they will expire. You will be prohibited from redeeming new Validation Offers during the 90-day period.

6. DISPUTES WITH VALIDATED.

6.1 Notice. If you believe Validated has committed an error, contact us at support@web.validated.co. Please provide us with information sufficient to identify you (e.g. your Validated Account information).

6.2 Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled on an individual basis through confidential, binding arbitration in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Validated hereby expressly waive trial by jury. The arbitration shall take place in Seattle, Washington, in the English language and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys’ fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.

7. GENERAL TERMS.

7.1 No Warranty. You understand and acknowledge that the Validated Services are being provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind. VALIDATED SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. VALIDATED DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE VALIDATED SERVICES. VALIDATED WILL MAKE REASONABLE EFFORTS TO ENSURE THAT ADVERTISED VALIDATION OFFERS ARE AVAILABLE, BUT MAKES NO GUARANTEE OF AVAILABILITY DUE TO THE FACT THAT VALIDATION OFFERS ARE CREATED AND MANAGED BY THIRD PARTY MERCHANTS.

7.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALIDATED SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, OR LOST PROFITS) IN CONNECTION WITH THESE TERMS, EVEN IF VALIDATED HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VALIDATED’S LIABILITY FOR MONEY DAMAGES UNDER THESE TERMS EXCEED THE AMOUNT PAID TO US, IF ANY, FOR USE OF THE VALIDATED SERVICES.

7.3 Indemnification. You agree to indemnify, defend and hold Validated, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms, (ii) your use of Validated Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.

7.4 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Validated without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Validated Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

7.5 Severability. If any provision of these Terms shall be determined to be invalid or unenforceable under the rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity of enforceability of any other provision of these Terms shall not be affected.

7.6 Entire Agreement. These Terms, and other documents specifically referenced herein, set forth the entire understanding and agreement between you and Validated as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and Validated.

7.7 Governing Law. These Terms shall be governed by the laws of the State of Washington, without regard to its conflicts of law principles.