These Terms of Service (the "Terms") form a legally binding agreement between you ("you," "your," or "User") and Holt Holdings Equity Management LLC, a Georgia limited liability company doing business as Commons ("Commons," "Company," "we," "us," or "our"), and govern your access to and use of the Commons mobile application, the website at joincommons.app, and all related products, features, content, and services (collectively, the "Service").
By creating an account, clicking or tapping to accept, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, do not access or use the Service.
Please read these Terms carefully. They include important provisions that limit our liability, disclaim warranties, require you to resolve disputes through binding individual arbitration, and waive your right to a jury trial and to participate in class actions (Sections 19 through 22). They also explain that the Service is provided on a beta, pre-release basis (Section 3).
You may use the Service only if you can form a binding contract with the Company and are not barred from doing so under any applicable law. You represent and warrant that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater), that you have the legal capacity and authority to enter into these Terms, that all information you provide is accurate and current, and that your use of the Service complies with all applicable laws, rules, and regulations. The Service is intended for users located in the United States. You may not use the Service if you have previously been suspended or removed from the Service, or if you are a competitor seeking to monitor, copy, or benchmark the Service.
These Terms, together with the Privacy Policy and any guidelines, rules, or additional terms we present in connection with a specific feature, constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous understandings. If any additional terms conflict with these Terms, the additional terms control with respect to that feature to the extent of the conflict. We may, in our sole discretion, add, change, or remove additional terms at any time.
The Service is a beta, pre-release, evaluation version made available for testing purposes only. You are a tester. You should expect that features will not work, that functionality will be limited, incomplete, or absent, and that the Service will contain bugs, errors, and defects.
You acknowledge and agree that:
We may invite you to provide Feedback (Section 15) and may collect information about your use of the Service to identify and fix problems, as further described in the Privacy Policy.
Subject to your continuous compliance with these Terms, the Company grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your own personal, non-commercial use. All rights not expressly granted to you are reserved by the Company and its licensors. The Service is licensed, not sold, to you.
You shall not, and shall not permit any third party to:
To use certain features you must create an account and verify a mobile phone number. You agree to provide accurate, current, and complete information and to keep it updated. You are solely responsible for all activity that occurs under your account and for maintaining the confidentiality and security of your account and your phone access. You agree to notify us immediately of any unauthorized use. We are not liable for any loss arising from unauthorized use of your account.
By providing a mobile phone number, you consent to receive one-time verification codes and account-related text messages from us or our service providers. Message and data rates may apply. We may, in our sole discretion, refuse to register, suspend, reclaim, or remove any account or username for any reason.
You agree that you will not, and will not assist or permit others to, use the Service to:
We may, but are not obligated to, monitor, review, screen, restrict, edit, refuse, or remove any content or activity, and may investigate and take any action we deem appropriate, including reporting to law enforcement, without notice and without liability.
"User Content" means any content you submit, post, upload, display, or transmit through the Service, including events, listings, photos, text, comments, profiles, polls, messages, and other materials. As between you and the Company, you retain whatever ownership rights you have in your User Content.
By making any User Content available through the Service, you grant the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable, and sublicensable (through multiple tiers) license to host, store, cache, use, reproduce, modify, adapt, edit, translate, create derivative works of, publicly perform, publicly display, distribute, and otherwise exploit your User Content, in any media or format now known or later developed, for the purposes of operating, providing, developing, improving, and promoting the Service. To the maximum extent permitted by applicable law, you waive, and agree not to assert, any moral rights or rights of attribution or integrity in your User Content.
You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to your User Content and to grant the foregoing license, and that your User Content and our use of it does not and will not violate any law or infringe or misappropriate the rights of any third party. You are solely responsible for your User Content and the consequences of posting it. We have no obligation to store, maintain, or provide you copies of your User Content, and may delete it at any time.
We do not tolerate objectionable content or abusive behavior. You may report objectionable content or users from within the Service or by emailing [email protected], and you may block other users. We will review reports of objectionable content and may remove the content and eject the user who provided it, in our sole discretion. Although we are not obligated to monitor the Service, we reserve the right to remove or disable access to any content and to suspend or terminate any account at any time, with or without notice, and without liability.
Commons is a discovery and coordination tool only. The Company is not the organizer, host, sponsor, promoter, or operator of any event, meetup, game, gathering, or activity listed, coordinated, or facilitated through the Service, and is not a party to any interaction between users.
To the maximum extent permitted by applicable law, you hereby release, waive, discharge, and covenant not to sue the Company and its members, managers, officers, employees, agents, contractors, affiliates, successors, and assigns (the "Released Parties") from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses of every kind, whether known or unknown, arising out of or in any way connected with any event, meetup, activity, communication, interaction, content, or conduct of any user or third party. You expressly waive the benefit of any statute or rule of law that would otherwise limit a general release to claims known or suspected to exist at the time of the release (including, to the extent applicable, California Civil Code Section 1542 and any similar law of any jurisdiction).
Pickup sports, fitness activities, and similar events involve strenuous physical activity and an inherent risk of serious injury or death. You participate entirely at your own risk and represent that you are physically fit and have no condition that would prevent safe participation; consult a physician before participating. The Released Parties are not liable for any injury, illness, death, or damage arising from participation in any sport, game, activity, or event coordinated, listed, or facilitated through the Service.
The Service may display listings, content, links, and information from or about third parties, including churches, venues, businesses, and other organizations. Such listings are provided for convenience and do not constitute endorsement, sponsorship, recommendation, or verification by the Company, and do not reflect any theological, political, or other position. We are not responsible for third-party content, websites, products, services, or conduct, and your dealings with any third party are solely between you and that third party. Always verify details independently before relying on them or attending for the first time.
The Service is made available in part through third-party application platforms and marketplaces, including the Apple App Store ("App Stores"). Your use of the Service obtained through an App Store is also subject to that App Store's applicable terms. Section 29 contains additional terms that apply to the Apple App Store.
The Service is currently provided free of charge. We reserve the right to introduce fees, subscriptions, or paid features at any time. If we do, we will disclose the applicable pricing and terms before you incur a charge, and continued use of any paid feature will be subject to those terms. Except as expressly stated and required by law, all fees are non-refundable.
The Service, including all software, code, designs, text, graphics, logos, the "Commons" name and marks, and all other content provided by the Company (excluding User Content), and all intellectual property rights therein, are and shall remain the exclusive property of the Company and its licensors, and are protected by copyright, trademark, trade secret, and other laws. Nothing in these Terms grants you any right, title, or interest in the Service except for the limited license expressly set forth in Section 4. You may not use our names, logos, or trademarks without our prior written consent.
If you provide any suggestions, ideas, bug reports, feature requests, or other feedback regarding the Service ("Feedback"), you grant the Company a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, and sublicensable license to use, exploit, and incorporate the Feedback for any purpose without any obligation, attribution, or compensation to you. Feedback is deemed non-confidential.
We respect intellectual property rights and will respond to clear notices of alleged copyright infringement. If you believe content on the Service infringes your copyright, send a written notice to [email protected] that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on the owner's behalf. We may remove allegedly infringing content and may terminate the accounts of repeat infringers in appropriate circumstances.
Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, and disclose information. By using the Service, you consent to those practices.
THE SERVICE IS PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE OR ANY DATA IS FREE OF VIRUSES OR HARMFUL COMPONENTS; OR THAT THE SERVICE WILL NOT BE LOST, CORRUPTED, OR DELETED. THE COMPANY MAKES NO WARRANTY REGARDING, AND ASSUMES NO RESPONSIBILITY FOR, ANY USER, USER CONTENT, EVENT, VENUE, OR THIRD PARTY. YOU ACKNOWLEDGE THAT THE SERVICE IS A BETA, PRE-RELEASE OFFERING AS DESCRIBED IN SECTION 3. NO ADVICE OR INFORMATION OBTAINED FROM THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR FOR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, YOUR USE OF OR INABILITY TO USE THE SERVICE, ANY EVENT OR INTERACTION, OR THE CONDUCT OF ANY USER OR THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND THE RELEASED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO THE COMPANY FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU; IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
The limitations in this Section, the disclaimers in Section 18, and the release in Section 9 reflect a reasonable allocation of risk and are an essential basis of the bargain between you and the Company, without which the Company would not provide the Service.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company and the Released Parties from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms or any applicable law; (d) your violation of any right of any third party; or (e) your interactions or disputes with any user, host, venue, or third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us. You may not settle any such matter without our prior written consent.
The Company is a limited liability company. To the maximum extent permitted by applicable law, no member, manager, officer, employee, agent, or affiliate of the Company shall have any personal liability to you for any claim arising out of or relating to these Terms or the Service, and you agree to look solely to the Company (and only up to the limits set forth in Section 19) for any remedy. This Section is in addition to, and does not limit, any protection afforded by applicable limited liability company law.
Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury trial, and requires individual arbitration of most disputes and a waiver of class actions.
(a) Informal Resolution. Before initiating any formal proceeding, you agree to first contact us at [email protected] and provide a written description of the dispute and your contact information, and to negotiate in good faith for at least thirty (30) days.
(b) Binding Arbitration. Except as set out below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively by final and binding individual arbitration administered by a recognized arbitration provider under its applicable consumer rules, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration shall be conducted in the State of Georgia, or by telephone, video, or written submissions where permitted, and judgment on the award may be entered in any court of competent jurisdiction.
(c) Class Action Waiver. You and the Company 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, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.
(d) Jury Trial Waiver. To the extent any dispute is not subject to arbitration, you and the Company each knowingly and irrevocably waive any right to a trial by jury.
(e) Exceptions. Either party may (i) bring an individual claim in small claims court, and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property or unauthorized access to the Service.
(f) Opt-Out. You may opt out of this arbitration and class-action-waiver Section by emailing [email protected] within thirty (30) days after you first accept these Terms, stating your name, the phone number associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.
(g) Survival and Severability. This Section survives termination of these Terms. If the class action waiver is found unenforceable as to a particular claim, that claim shall be severed and brought in court, while all other claims remain in arbitration.
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Georgia, U.S.A., and applicable federal law, without regard to conflict-of-laws principles. Subject to Section 22, you agree that any action not subject to arbitration shall be brought exclusively in the state or federal courts located in the State of Georgia, and you consent to the personal jurisdiction of and venue in those courts and waive any objection based on inconvenient forum.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim or cause of action arose, otherwise it is permanently barred.
We may suspend, restrict, limit, or terminate your access to all or any part of the Service, and may delete your account and content, at any time, with or without cause, with or without notice, and without liability to you. You may stop using the Service and delete your account at any time from within the app (Profile, then Delete account) or by emailing [email protected]. Upon termination, the license granted to you in Section 4 ends immediately. Sections that by their nature should survive termination (including Sections 7, 9, 14 through 24, and 26 through 30) survive.
We may modify these Terms at any time. If we make changes, we will post the revised Terms and update the "Last updated" date above, and, for material changes, will use reasonable efforts to provide notice through the Service, by SMS, or by email. Changes are effective when posted unless otherwise stated. Your continued access to or use of the Service after the effective date of the revised Terms constitutes your acceptance of them. If you do not agree to the revised Terms, you must stop using the Service.
Consistent with the beta nature of the Service (Section 3), we may add, change, suspend, limit, or discontinue the Service or any feature, content, or data at any time, for any or no reason, with or without notice, and without liability to you or any third party.
You consent to receive communications from us electronically, including by in-app message, SMS, and email, and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. We may provide notices to you through the Service or to the contact information associated with your account. The Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, outages, network or hosting failures, labor disputes, governmental actions, or other force majeure events.
The following terms apply when you access the Service through an application obtained from the Apple App Store. You acknowledge that these Terms are between you and the Company only, and not with Apple Inc. ("Apple"), and that Apple is not responsible for the Service or its content. The license granted to you is limited to use of the Service on Apple-branded products that you own or control and as permitted by the App Store usage rules. Apple has no obligation to furnish any maintenance or support services for the Service. To the maximum extent permitted by law, Apple has no warranty obligation with respect to the Service; in the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple may refund any purchase price paid by you for the application (if any), and Apple will have no other warranty obligation whatsoever. Apple is not responsible for addressing any claims by you or any third party relating to the Service, including product liability, failure to conform to legal or regulatory requirements, consumer protection, or intellectual property claims; such claims are governed by these Terms and are solely the Company's responsibility to the extent provided herein. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You agree that Apple and its subsidiaries are third-party beneficiaries of these Terms and that, upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
These Terms (including the Privacy Policy and any additional terms) are the entire agreement between you and the Company regarding the Service. If any provision is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent, and any attempted assignment in violation of this Section is void; we may freely assign these Terms. There are no third-party beneficiaries of these Terms except as expressly stated (including Apple under Section 29). Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and the Company. The headings are for convenience only and do not affect interpretation. The English-language version of these Terms controls.
Questions about these Terms may be directed to [email protected].