tos_content.markdown

###Assembly Member Terms of Use

Welcome to Assembly, a web site that lets Members submit App Ideas for feedback from and development by the Assembly community of users (the “Community”). The web site is first and foremost designed to facilitate the creation and evolution of viable software products. However, selected App Ideas will further be developed by the Community and may ultimately be commercialized, produced and licensed or sold by Assembly (on behalf of the community, as described in this Agreement). The assembly.com web site and its associated services (the “Services”) may be found at the domain and its related subdomains found at assembly.com (the “Site”).

The Site is owned and operated by Assembly, a Delaware corporation, and its corporate affiliates (collectively referred to herein as “Assembly”, "us", "we" or the "Company"). By creating a user account and/or accessing or using the Site or by posting any content on the Site, you agree to be bound by these Member Terms of Use ("Terms of Use” or ”Agreement”). We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. If you have a user account prior to any such changes, you will be prompted to review the revised Terms of Use, and accept them, prior to logging in to your user account. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site or the Services. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. PLEASE NOTE THAT BY AGREEING TO THE TERMS AND CONDITIONS PROVIDED FOR HEREIN YOU MAY BE TRANSFERRING VALUABLE INTELLECTUAL PROPERTY RIGHTS TO ASSEMBLY FOR ITS COMMERCIAL USE.

##Basic Description of Member Participation in the Community Software Products are developed using a variety of terms and phrases. The more commonly used terms are defined in more detail below. To summarize generally how the Community functions:

• Software Products (in whatever state of development) are submitted by Members.
• Members may submit ideas, features, code, designs and other content related to the development of the Software Product, to the Community.
• Members whose suggested improvements are incorporated into the Software Product (each, a “Contribution”) will earn App Coins in the Software Product based on the number of votes that each Contribution earns. Active participation by the Community is critical to the success of a Software Product, and the Company’s algorithm will reflect that. The Company’s direct involvement in the development of a Software Product will typically be limited to support services and enforcement of the Community’s and the Company’s rules and regulations. Otherwise the Community will be responsible for all aspects of design, development, marketing, commercialization and support.
• Members may collectively earn up to 100% Stake in any Software Product based on the App Coins they receive. The Company will distribute a portion of all revenue generated from the sale of a Software Product, selected and developed through the Site, to those Members who participated in the development of the Software Product, in proportion to each Member’s Stake. Only Members who have contributed, received App Coins and earned a Stake in a Software Product will be entitled to receive a portion of the profits generated from the sale of such Software Product.

THE COMPANY RESERVES THE RIGHT, FOR ANY OR NO REASON, TO (I) REFUSE TO POST ANY SUBMITTED SOFTWARE PRODUCT TO THE SITE, (II) TERMINATE THE DEVELOPMENT OR ANY PHASE RELATED TO A SOFTWARE PRODUCT, (III) TERMINATE THE SALE OF ANY SOFTWARE PRODUCT RELATED TO ANY SOFTWARE PRODUCT, OR (IV) SELL OR LICENSE A SOFTWARE PRODUCT, AND/OR ANY INTELLECTUAL PROPERTY RELATED THERETO, TO ANY THIRD PARTY.

##Defined Terms All initial capitalized terms used in this Agreement shall have the meaning ascribed to such terms. In addition to the terms defined elsewhere in this Agreement, the following Terms shall have the meanings listed below:

• “App Coins” is the measure of a Member’s contribution to a Software Product, as determined the number of votes the Member receives from the Community for Contribution(s).
• “Software Product” means a product concept, design, code or idea that is submitted by a Member to the Site as a software product in any stage of development, and includes any Contributions to the same
• “Intellectual Property Rights” means all past, present and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark, and trade names rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in intellectual property, including Inventions, of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
• “Inventions” includes ideas, concepts, information, materials, discoveries, inventions (whether or not patentable), developments, processes, data, programs, technology, software (in both source code and object code form), improvements, discoveries, designs, artwork, formulae or other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above.
• “Member” is anyone that creates an account online and is registered to post content on the Site and includes all other Persons who participate on the Site other than the Company.
• “Member Content” includes all content, code, or works of authorship that a Member transmits to the Site (including links to the same transmitted to the Site) and that is included in a Software Product or otherwise used or displayed, including without limitation Contributions, and all designs, text, graphics, pictures, video, animation, information, applications, software, programs, music, sound, audio, schematics, illustrations, diagrams, data, and other files and creative output, in whatever format. Member Content also includes information a Member provides to Assembly outside of the Site in relation to Member Content transmitted to the Site, and such information shall constitute Member Content transmitted to the Site under this Agreement.
• “Net Product Sales Revenue” is the total gross revenue actually received by the Company from the sale, license, distribution or marketing of a developed and launched Software Product or Intellectual Property Rights that originates out of a particular Software Product, less all returns, warranty claims, charge backs, credit card fees, and other direct offsets against gross revenue during the applicable period related to that specific Software Product.
• “Proprietary Information” includes any scientific, technical, trade or business secrets of any person or entity and any scientific, technical, trade or business materials that a person or entity treats, or is obligated to treat, as confidential or proprietary, including, but not limited to, Inventions belonging to a person or entity and confidential information obtained by or given to a person or entity about or belonging to a third party.
• “Site Content” means all information on the Site and available through the Services, including without limitation designs, text, graphics, pictures, video, animation, information, applications, software, programs, music, sound, audio, schematics, illustrations, diagrams, data, and other files and creative output, in whatever format, and their selection and arrangement. For the purposes of clarity, Site Content does not include Member Content, including Contributions and Software Products.
• “Stake” means the proportion of App Coins of a Member in a Software Product compared to all issued App Coins in the same Software Product.

##Assembly Control of the Site and Services You acknowledge that Assembly is a service provider that has created the Community to allow Members to interact regarding topics and content chosen by Members, and that Members can alter the information presented on the Site on a real-time basis. Assembly generally does not regulate the content of communications between Members or Members' interactions with the Services. As a result, Assembly has very little control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of Member Content provided by Members. Nonetheless, Assembly shall have the right, but not the obligation, to monitor and/or limit any Member Content posted by a Member to the Site, including, without limitation Software Products.

##Media Waiver You agree that the Company has the absolute right and permission to use your name, voice, image, likeness, and your applicable Member compensation information, including for example any commissions paid, App Coins earned, and your Stake percentage in a Software Product, as well as representations made by you, in any media (including, without limitation, television, print, radio and the Internet), world-wide, for the purposes of advertising, promoting, reporting and disseminating information about the Company, the Company’s business or a Software Product.

##Payments by the Company to Members While one aspect of the Site is to provide Members with a way to share in Net Product Sales Revenue, Members should not participate on the Site or in the Services primarily for financial gain, as any actual monetary compensation actually received by a Member in connection with the Site, may or may not bear any relation to the actual time invested on the Site, or the quality or quantity of Member Content submitted or App Coins earned. You acknowledge and agree that any compensation that you might receive for your Member Content may be inadequate or below fair market value and you expressly agree to bear such risk.

Because the Company may elect in its sole discretion to cease commercializing any Software Product, there can be no guarantee that you will ever receive any payments or actual compensation in connection with participating on the Site or providing Member Content. Assembly makes no representations or warranties regarding any actual monetary compensation that may be earned in connection with use of the Site or the Services. Further, some Software Products on the Site may not be eligible to receive App Coins or Net Product Sales Revenue. Members may not be eligible to share in Net Product Sales Revenue generated from those Software Products that have been designated on the Site as being ineligible for revenue sharing. Assembly’s obligation to pay Net Product Sales Revenue to Members, who are allocated such amounts pursuant to the Site, is limited to paying such allocations based upon Net Product Sales Revenue that is actually received by Assembly. Notwithstanding any Net Product Sales Revenue that may be allocated to your account, Assembly shall be under no obligation to distribute such amount to you until such time as the aggregate amount payable in your account exceeds $100. The Company will calculate all payments owed by the Company to a Member as set forth above, on a monthly basis (on the Site), based on the previous month’s sales or licenses of a Software Product. All amounts earned by a Member shall be rounded down to the nearest tenth of cent.

If Assembly terminates this Agreement with you in accordance with the terms of this Agreement, any unpaid amounts in your account will be forfeit.

The Company will make payments to Members, upon request from Members for payments, by wire transfer (subject to all applicable fees specified on the Site which will be assessed to Member) or through any other commercially reasonable manner adopted by the Company from time to time.

You agree that your creation or submission of any Member Content is not in any way based upon any expectation of compensation of any kind, monetary or otherwise, from the Company or any other Members

##Tax Withholding and Assembly Payee Information Form You acknowledge and agree that you be responsible for all taxes due on any payments made to you in connection with your participation on the Site. The Company will be under no obligation to make any payments to you unless you have properly completed and submitted the Assembly Payee Information Form (the “APIF”) and the information required in the registration process related to backup withholding taxes. Backup withholding taxes are a type of withholding for federal income taxes on certain types of income. Assembly may be required by law to withhold these taxes from amounts payable to you unless you are otherwise exempt from backup withholding. US citizens and resident aliens will typically be exempt from backup withholding if they properly report their name and Social Security number to Assembly on the APIF and that information matches the IRS records.

##Service Interruptions and Site Changes Assembly reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that Assembly will not be liable for any interruption of the Site, delay or failure to perform. Assembly has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site and/or the Services as it sees fit in its sole discretion.

##Fees Fees and charges, if any, are described on the Site, and in the event you elect to use paid aspects of the Services, you agree to the pricing, payment and billing policies applicable to such fees and charges, posted on the Site. Assembly may add new services for additional fees and charges, or proactively amend fees and charges for existing services, at any time in its sole discretion. All fees paid to the Company are solely for services provided by the Company through the Site and no payments made in connection with the Site should be made with any expectation by a Member to receive any return payment, including any portion of Net Product Sales Revenue, from the Company.

##Eligibility Participation in the Site is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older. Any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Services or the Site, you represent and warrant that you are 18 or older, and that you agree to and will abide by all of the terms and conditions of this Agreement. If you are entering into this agreement on behalf of another person or entity (“Entity”), you represent that you have the authority to enter into his Agreement on behalf of such Entity, and to bind such Entity to the terms of this Agreement.

##Registration Data; Account Security In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to Company, and keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

##Proprietary Rights in Site Content; Limited License All Site Content is the proprietary property of the Company, its Members or other licensors, with all rights reserved. No Site Content may be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission. Subject to the terms of this Agreement, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your own personal use, in connection with your participation on the Site in accordance with these Terms, and during the duration of the development of a Software Product. You shall not use of any data mining, robots or similar data gathering or extraction methods on the Site or Services. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to Intellectual Property Rights, whether by estoppel, implication or otherwise. The foregoing license is revocable at any time by the Company without notice and with or without cause.

##License of Member Content ###License to Other Members Our Site enables our Community of users to create and develop Software Products through the Contributions of our Members, which may ultimately result in a valuable product, code or other form of technology, and we believe that all of our Members should be able to benefit from such Contributions. To that end we ask that all Members license all software code in their Member Content to all other Members under the terms of the GNU AGPL v. 3.0 license available at: http://www.gnu.org/licenses/agpl-3.0.html (“AGPL License”) and all non-software code under the terms of the Creative Commons Attribution 4.0 International license available at: http://creativecommons.org/licenses/by/4.0/ (“CC License”). Accordingly you understand and agree that if you submit any Member Content to the Site, you hereby grant each of the Members of the Site the right to use: (i) the software code within such Member Content in accordance with the terms of the AGPL License; and (ii) all non-software code within such Member Content in accordance with the terms of the CC License.

###License to Assembly While we believe that our Members should be able to freely use, modify and distribute the Contributions of other Members, we need a separate license from our Members in order to commercialize Software Products. Accordingly, you hereby grant Assembly a non-exclusive, irrevocable, worldwide, royalty-free, fully-paid up, sublicensable (through multiple levels), transferable license under all of your Intellectual Property Rights, to use, reproduce, publicly display, publicly perform, create derivative works of, distribute, digitally transmit, sell, offer to sell, make, have made, import and otherwise exploit your Member Content, including the right to enforce your Intellectual Property Rights in your Member Content.

###License from Assembly Assembly hereby grants you a non-exclusive, non-sublicensable, non-transferable, royalty-free, fully-paid up sublicense to reproduce, create derivative works of, and distribute (solely to Assembly) the Member Content of other Members, solely for the purpose of creating, developing, improving, modifying and updating Software Products on the Services.

##Open Source and Third Party Content You agree that you will not incorporate, or permit to be incorporated into any Software Product you submit to the Service, or disclose or make improper use of, without the prior written consent of Company: (i) any information or trade secrets of a third party in violation of any lawful agreements with that third party; or (ii) any Inventions owned by a third party which you are not authorized to license to Company under the terms contained herein. Further you agree you will not submit any Ideas which were not conceived, developed or reduced to practice entirely on your own time and without the use of your employer’s equipment, supplies, facilities or trade secret information, and which do not (a) relate at the time of conception or reduction to practice of the Idea to your employer’s business, or actual or demonstrably anticipated research or development of your employer; or (b) result from any work performed by you for your employer.

##Trademarks “Assembly” and other Assembly graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks, trademarks or trade dress (collectively, the “Marks”) of Assembly in the U.S. and/or other countries. The Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or association or affiliation with Assembly and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

##Conduct by Members; Prohibited Conduct You agree that you shall not: (i) take any action or upload, post, e-mail or otherwise transmit to or via the Site any Member Content that infringes or violates any third party rights, including without limitation all Intellectual Property Rights, rights of publicity and rights of privacy, or that constitutes any other person’s Proprietary Information; (ii) impersonate any person without their consent, including, but not limited to, a Assembly employee, or falsely state or otherwise misrepresent your affiliation with any Person; (iii) take any action or upload, post, e-mail or otherwise transmit to or via the Site any Member Content that violates any law or regulation; (iv) take any action or upload, post, e-mail or otherwise transmit to or via the Site any Member Content as determined by Assembly at its sole discretion that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (v) take any actions or upload, post, e-mail or otherwise transmit to or via the Site any Member Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) take any action or upload, post, email or otherwise transmit to or via the Site any Member Content that would violate any right or duty 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); (vii) upload, post, email or otherwise transmit to or via the Site any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that the Company considers in its sole discretion to be of such nature; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) attempt to gain access to any other Member’s account or password; or (x) "stalk", abuse, or otherwise harass another Member; (xi) charge any third party for use of the Site or the Services; or (xii) modify, adapt, reverse engineer, decompile or attempt to discover the source code of the Site or Services or any of its algorithms that are utilized to allocate Influence. Any violation by you of the terms of the foregoing may result in immediate and permanent suspension or cancellation of your account and the forfeiture of any accrued Influence and any amounts otherwise due to you from the Company.

##Member Presentation of Assembly or Assembly Products Members in the Community may choose to produce a web or mobile application (including, without limitation, a website, blog, Facebook page, Twitter page, or similar) promoting or otherwise presenting Assembly or Assembly products.

Any such application must comply with the following guidelines:

Post the following notice clearly and conspicuously on each and every page within an application: "This application is not affiliated with, endorsed by, or in any manner provided or controlled by Assembly, Inc. Assembly, Inc. assumes no liability for the content of this application." If using any Assembly branding (including, without limitation, Assembly or Assembly product brand names or logos), do not distort or alter the brand appearance. For example, don't change any spelling, don't add or merge words, don't alter color, font or dimensions. If using any Assembly created imagery (still photos or videos), include the following attribution: "© Assembly, Inc. All rights reserved." adjacent to each instance of imagery. Don't claim any untrue association with Assembly. Assembly Members are not employees, consultants, contractors or agents of Assembly. Don't include the Assembly name or other Assembly brand name in a domain name (including, without limitation, Facebook page URL or Twitter page URL).

##Copyright Infringement Complaints Company is committed to respecting and protecting the legal rights of copyright owners. As such, Company adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Member Content infringes upon your Intellectual Property Rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to Company’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 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; Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; 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 A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Company’s Copyright Agent to receive DMCA Takedown Notices is: copyright@assembly.com. For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Site. You acknowledge that in order for Company to be authorized to takedown any Member Content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

##Monitoring Member Content Assembly is not responsible or liable in any manner for any Member Content posted on the Site or in connection with the Services. Although we provide rules for Member conduct and postings, we do not control and are not responsible for what Members post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site Content you may encounter on the Site or in connection with any Member Content. The Company is not responsible for the conduct, whether online or offline, of any Member of the Site or Services.

##Confidentiality By submitting a suggested improvement, voting on a suggested improvement or otherwise accessing a Software Product, you acknowledge and agree that all information disclosed via Assembly and other Members that relates to such Software Products, whether such information is identified as such, is proprietary or confidential information of Assembly (“Confidential Information”). You shall not disclose any Confidential Information to any person or entity, other than Members of the Community, or use Confidential Information except to aid in the development of Software Products. “Confidential Information” does not include information that demonstrably (i) is or becomes generally available to the public other than as a result of disclosure by you; (ii) was possessed by you prior to being furnished by Assembly or other Members; (iii) becomes available to you from a source other than Assembly or other Member who is not bound by any confidentiality obligations, or (iv) the Software Product has been published or otherwise made available to the general public by Assembly.

##Disputes Between Members As a condition of access to the Site and the Services, you release Assembly (and Assembly’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Members of the Site; including, without limitation, any claim that another Member infringes upon your Intellectual Property Rights in any Member Content that you may provide. You further understand and agree that: (a) Assembly will have the right but not the obligation to resolve disputes between Members relating to the Services, and Assembly’s resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent Assembly elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Services and will not make judgments regarding legal issues or claims; (c) Assembly’s resolution of such disputes will be final with respect to the Site, and any allocation of Influence or the allocation of any payments due to Members related to the foregoing, but will have no bearing on any real-world legal disputes in which Members of the Services may become involved; and (d) you hereby release Assembly (and Assembly’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Assembly’s resolution of disputes relating to the Site or the Services.

##Warranty Disclaimers WITHOUT LIMITING THE FOREGOING, THE SITE CONTENT, SERVICES AND ALL OTHER FEATURES ON THE SITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE SITE AND/OR SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ADDITIONALLY, COMPANY DOES NOT MAKE ANY WARRANTIES THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE SITE WILL MEET YOUR EXPECTATIONS, OR THAT THE SITE, SERVICES, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE. COMPANY RESERVES THE RIGHT TO CHANGE ANY PART OF THE SITE AT ANYTIME WITHOUT NOTICE. YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK.

##Limitation of Liability NEITHER COMPANY, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE, SERVICES OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY SITE CONTENT, MEMBER CONTENT OR OTHER INFORMATION AVAILABLE ON THE SITE, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING SHALL APPLY EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE SITE, SERVICES OR ITS TERMS OF USE OR PRIVACY POLICY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE SITE AND ITS SERVICES. THEN THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.) THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

##Indemnification You hereby agree to defend, indemnify and hold harmless Assembly, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors and assigns and other Members of the Services, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from (i) any breach of this Agreement by you, or (ii) any claims by third parties that your activity on the Site or your Member Content (including your Member Content as incorporated in a Software Product) infringes upon, violates or misappropriates any of their Intellectual Property Rights or discloses their Proprietary Information.

##No Archive Notwithstanding anything contained herein, the functionality provided to you by the Site, Services and the Company’s systems, networks, and servers are not an archive and Company shall have no liability to you or any other person for loss, damage or destruction to your Member Content or any other information submitted to or via the Site. You shall be solely responsible for (i) uploading your Member Content, (ii) preventing any loss or damage to your Member Content and (iii) maintaining independent archival and backup copies of any of your Member Content.

##Notice From time to time, Company may revise the Terms of Use. To help you stay current of any changes, Company notes the date that these Terms were last updated below. Your use of the website following the posting of any revised Terms shall be deemed acceptance of the revised policy. Company strongly recommends checking our Terms periodically. If you disagree with the provisions of the Terms at any time, your sole remedy is to terminate your use of the Site. Continued use of the Site constitutes your agreement to the Terms as in effect.

##Frequent Participation In order to ensure that Software Products consistently receive meaningful feedback and contributions from the Community, each Member is required to submit at least one proposed Contribution or participate in one vote on proposed Contributions per year for each Software Product in which you have acquired any Stake (the “Participation Requirement”). If you fail to meet the Participation Requirement for a Software Product which you hold App Coins, you will forfeit all of your Stake in that Software Product any of its commercialized versions. You agree that your Member account is non-transferable and any rights to your Member Content, Stake, App Coins, or other content within your account terminate upon your death. Upon receipt of a copy of a death certificate, your Member account may be terminated and all contents therein permanently deleted. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. If you believe your Member account was accidentally terminated or your Stake improperly forfeited, you may submit an appeal by contacting us at: support@assembly.com

##Termination Company may cancel, suspend or block your use of the Site without notice if there has been a violation of these Terms. Assembly reserves the right to terminate this Agreement with you if you do not, in any 12-month period, meet the Participation Requirement or log in to (and update, if necessary) your account. If this Agreement is terminated by you or by Assembly due to your breach or as provided in the previous sentence, your Stake in any Software Product will be forfeit and allocated, pro rata, to the other Members who have Stake in that Software Product. Your right to use the Site will end once your Member account is terminated, and any data you have stored on the Site, including Member Content, may be unavailable later. You may terminate your Member account at any time. Company is not responsible or liable for any records or information that is made unavailable to you as the result of your termination of your Member account.

YOU AGREE THAT COMPANY WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE, CONTENT OR MATERIALS.

Any limitations on liability that favor Company will survive the expiration or termination of these Terms for any reason.

##Arbitration Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Assembly arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to this Agreement.

You agree that by entering into this Agreement, you and Assembly are each waiving the right to trial by jury or to participate in a class action. You and Assembly agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Assembly must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: San Francisco, CA, Denver, CO, or New York, NY. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco County, California. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Francisco County, California.

##Miscellaneous This Agreement, and any rights and licenses granted hereunder, may not be transferred by you, but may be assigned by Company without restriction. Your access to the Site as well as the terms and conditions and the agreement they create are governed and interpreted by the laws of the State of California, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of California. Company’s failure to enforce any provision of the Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of the Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.