Terms and Conditions

Effective March 18, 2012

Thank you for being a user of DueProps.

The services are undergoing rapid development, so these terms and the services will likely evolve over time.

In most companies, employees are rewarded just for showing up to work, rather than performance. That is the premise behind DueProps, an online platform that allows employees to recognize their colleagues’ accomplishments by giving them Props (“Due Props” or “Props”). Under this new incentive compensation and recognition system, employees may ultimately be able to take control of shared bonus pools and determine how to share it amongst themselves in acts of continuous positive reinforcement. Note that employer-provided incentive compensation is not a required component of the DueProps platform.

By using and/or visiting www.dueprops.com (“the Site”), the services offered on the Site, posting User Content (as herein defined), giving Props or using any other applications, features or functionality available on or through the Site (collectively, the “Service”), you agree to (i) these Terms of Service, and (ii) RightPay’s Privacy Policy (collectively, “Terms”). If you do not agree to the Terms, do not use the Service or access the Site. RightPay’s acceptance is expressly conditioned on your agreement to all these Terms, to the exclusion of all other terms; if these Terms are considered an offer by RightPay, acceptance is expressly limited to these Terms.

Ability to Accept Terms

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to assent into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as neither the Site nor Service is intended for children under 13. If you are under 13 years of age, then please do not use the Site or Service.

Use of the Service

You are responsible for all of your activity in connection with the Service. If you want to make further commercial use of the Service, such as licensing the platform, you must enter into a separate agreement with us and should contact us at info@dueprops.com

Access to the Service

You may access the Service by creating a personal account directly through the Service. Once you create your personal account, you have the option to either (i) authenticate your account with your employer’s platform (if your employer has a corporate license to the Service), (ii) create a platform on behalf of your employer (if your employer does not have a corporate license to the Service, or (iii) link your account to an unofficial employer platform (if you are aware or you discover through searching that such a platform already exists on the Service). If your employer acquires a corporate license to the Service after you have already created a personal account, you may authenticate your personal account with your employer’s platform and you could be provided with new log-in credentials. Similarly, if at any point you are no longer employed with an employer under whom you have authenticated your account or if your employer terminates the corporate license, your association with your employer’s platform will be terminated but your access to the Service shall continue (and you may receive new log-in credentials).

Entitlement to Props

When you give users Props, you should always act reasonably and in good faith. You understand and agree that the issuance and maintenance of Props is at the sole discretion of the Prop giver and RightPay. You have no property or other protectable interest in or to the Prop. RightPay shall have the right to revoke, delete, edit, modify any Prop that is issued, with or without cause, and with or without notice to you.

User Submissions

“User Content” means comments, suggestions, recommendations, feedback, reviews, and any other material posted by users of the Site. You understand that when using the Site, you will be exposed to User Content from a variety of sources, and that RightPay is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. The Site and the Service are intended for information and communication purposes only and the posting of User Content by users of the Site and the Service shall not be construed as an endorsement by RightPay of the User Content itself, nor of the user who submitted that User Content, or of any particular points of views expressed or implied by that User Content. You further understand and acknowledge that you may be exposed to User Content that may be inaccurate, offensive, indecent, or objectionable, and you agree to waive, and, by accessing the Site, you automatically waive, any legal or equitable rights or remedies you have or may have against RightPay with respect to such User Content, and agree to indemnify and hold RightPay, its owner, operators, affiliates, and licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.

You agree that you shall be barred from using any User Content in support of any legal claim or dispute with your employer and such User Content shall be inadmissible as evidence or in support of such claim or dispute. You hereby release and forever discharge your employer from any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses which you now have or may have arising out of or related to your use of the Service. You expressly acknowledge and agree that your employer shall be a third party beneficiary of these Terms and shall be entitled to rely upon and enforce the foregoing provision directly.

You acknowledge and agree that you are solely responsible for the form, content and accuracy of any material posted by you on the Site or otherwise through the Service. When you post User Content to the Site or Service, it may be made automatically and immediately accessible to other users that are following you or are otherwise part of your network within the RightPay community. RightPay reserves the right, but does not have the obligation, to (i) review, (ii) re-phrase or otherwise edit, (iii) remove or delete User Content if it deems such action to be necessary to protect RightPay's integrity.

When you submit User Content to the Site or otherwise through the Service, RightPay may make use of your submission, including showing your submission to other users who might benefit from your submission, and attributing such submission to you by associating it with your username, profile picture, or any other descriptive profile information you have provided. More information about the use and privacy of your personal information can be found in the Privacy Policy[Hyperlink]. As such, RightPay needs broad rights in the User Content you submit to the Site. The following paragraph describes these rights.

You retain copyright and other rights in the User Content you submit, post or display through the Service. By submitting User Content through the Service, you also grant each user of the Service in your network a non-exclusive license to access your User Content through the Service, and to access, use, edit, modify, reproduce, distribute, prepare derivative works of, display, store and perform such User Content. You agree that if you give Props to another user, you grant them a perpetual license to use such Props as they see fit.

You warrant that: (i) you own or otherwise control all rights to all content in your User Content, or that the content in such User Content is in the public domain; (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Content to use such content as contemplated by these Terms and to grant the license rights set forth above; (iii) you are authorized to grant all of the rights specified above to the User Content to RightPay and other users of the Service; (iv) the use or other exploitation of such User Content by RightPay and use or other exploitation by users of the Service as contemplated by these Terms will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and (v) you shall abide by all applicable local, state, national and international laws and regulations.

You agree that RightPay shall have the right to delete, edit, modify, reformat, excerpt, or translate any User Content submitted by you, that all User Content publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom such User Content originated, that RightPay will not be liable for any errors or omissions in any such User Content and that RightPay cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Use Restrictions

In connection with your use of the Site and Service, you may not:

Payments and Billing

Some features found on the Service may be available only through purchase (“Paid Features”). We may limit or cancel quantities of Paid Features, and we reserve the right to refuse any order of Paid Features. In the event we need to make a change to an order, we will attempt to notify you by contacting you via e-mail. The prices displayed on the Site are quoted in U.S. currency. Please note that prices are subject to change at any time and that we may be required by law to apply sales tax on certain orders. We do not accept any refunds for any purchases of Paid Features.

With respect to billing, we use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Service (your “Billing Account”) for any purchase made on the Site. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to purchase Paid Features, you agree authorize us to charge you through the Payment Processor in accordance with the applicable payment terms. You authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.

Confidentiality

You acknowledge that, in the course of using and accessing the Service, you may obtain or develop information relating to the Service and/or to RightPay ("Confidential Information"), including, but not limited to designs, know-how, algorithms, documentation, analysis and performance information, bugs, defects and security problems, and other technical, business, product, marketing, financial and customer information, plans and data. You shall hold in confidence and protect, and shall not use (except as expressly authorized hereunder) or disclose, Confidential Information, unless such Confidential Information becomes part of the public domain without breach of these Terms by you. You shall not, without the prior written consent of RightPay, disclose or otherwise make available the Service, documentation or other supporting materials, including any information relating to the performance or operation of the Service (including any testing results, benchmarking or other evaluation conclusions), or copies thereof to any third party. You acknowledge and agree that due to the unique nature of RightPay's Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder, that any such breach may allow you or third parties to unfairly compete with RightPay resulting in irreparable harm to RightPay, and therefore, that upon any such breach or threat thereof, RightPay shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

Third Party Services

The Service may permit you to link to other sites, services and applications (“Third Party Services”), and other Third Party Services may contain links to the Site. When you access Third Party Services, you do so at your own risk. These other Third Party Services are not under RightPay’s control, and you acknowledge that RightPay is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. The inclusion of any such link does not imply endorsement by RightPay or any association with its operators. You further acknowledge and agree that RightPay 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 Third Party Services. Accordingly, we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit.

Termination

You acknowledge that we shall have the right to terminate your access to the Site (including all Props given to you) for violations of any of these Terms. We may terminate your access to the Site 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 account, including without limitation, all Props. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnifications and limitations of liability.

Our Intellectual Property

The Service, the Site and all Site materials including, without limitation, the RightPay and DueProps logos, Props designs, trademarks, designs, badges, text, graphics, images, audio and video clips, software, interactive features and other works of authorship and other material, and the selection and arrangement thereof (the “Content”) are copyrighted by RightPay and other content providers and are protected by United States and international intellectual property laws. Except as stated herein, none of the Content may be copied, reproduced, or distributed in any form without the prior written permission of RightPay.

Any developments or modifications (including all related intellectual and proprietary rights) made by RightPay or you, either independently or at RightPay’s direction, in any way relating to the Service (whether or not influenced, made or suggested by you), and any feedback, suggestions or other information you provide to RightPay relating to the Service, regardless of how or where provided, are the sole property of RightPay.

RightPay makes no claims that the Content may be lawfully viewed or downloaded. Access to the Content may not be legal by certain persons or in certain countries. If you access the Service from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

Digital Millennium Copyright Act

RightPay does not permit copyright infringing activities and infringement of intellectual property rights on its Site or otherwise through its Service, and RightPay will remove User Content if properly notified that such User Content infringes another’s intellectual property rights. RightPay reserves the right to remove any content without prior notice. If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes your copyrights, please send a notice of copyright infringement to info@dueprops.com

Warranty Disclaimer

RightPay has no special relationship with or fiduciary duty to you. You acknowledge that RightPay has no control over, and no duty to take any action regarding: which users gain access to the Site; what User Content users access via the Site; what effects the User Content may have on you; how you may interpret or use the User Content; or what actions you may take as a result of having been exposed to the User Content. You release RightPay from all liability for your having acquired or not acquired User Content through the Site. RightPay makes no representations concerning any User Content contained in or accessed through the Site, and RightPay will not be responsible or liable for the accuracy, copyright compliance, legality or decency of User Content contained in or accessed through the Site or the Service.

TO THE FULLEST EXTENT PERMITTED BY LAW, RIGHTPAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE, THE SITE, CONTENT, USER CONTENT AND YOUR USE THEREOF. RIGHTPAY MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, 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.

Limitation of Liability

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. IN NO EVENT SHALL RIGHTPAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY: (I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR USER CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER; (II) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (III) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; (IV) ERRORS OR OMISSIONS IN ANY CONTENT OR USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR USER CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY; OR (V) ANY DAMAGES CUMULATIVELY IN EXCESS OF $100; WHETHER OR NOT RIGHTPAY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT RIGHTPAY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Indemnification

You agree to defend, indemnify and hold harmless RightPay, its officers, directors, employees, agents, affiliates, parents and subsidiaries from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, Service, Props, User Content or Content; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including, without limitation, any copyright, property, or privacy right; or (iv) any claim that you caused damage to a third party through use of the Site or Service. This defense and indemnification obligation will survive these Terms and your use of the Site and Service. RightPay 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 RightPay in asserting any available defenses.

Changes in Terms

We may revise these Terms, or change, suspend or discontinue the Service (including, without limitation, the availability of any feature or content) at any time by posting an update to the Site, by sending you an e-mail or by other means that we deem appropriate. We may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. It is your responsibility to check the Terms periodically. Your continued use of the Service following any changes to the Terms will mean you accept those changes. If you do not agree to any of the updated Terms, please do not use the Site.

General

These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and RightPay that arises in whole or in part from the Site or Service shall be decided exclusively by a court of competent jurisdiction located in New York.

The Terms, together with any other notices, policies and FAQs published by RightPay on the Site, shall constitute the entire agreement between you and RightPay with respect to the Service and the use of the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and RightPay’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind RightPay in any respect whatsoever. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you. RightPay may assign, transfer or delegate any of its rights and obligations under these Terms without restriction.

Contact

You may contact RightPay at the following e-mail address: support@dueprops.com