This Loud-Hailer Application End User License Agreement (“Agreement”) sets forth a legally binding agreement between you and Loud-Hailer, Inc. (“Company” or “we” or “us”) for the Loud-Hailer mobile application (including all software, code, files, images contained in or generated by the application, accompanying data and other embedded software), any and all application updates and documentation provided by Company and any services performed, provided or enabled by or through the application (“Application”). This Agreement constitutes a binding agreement between you and the Company, and is accepted by you upon your use of the Application. Please read this Agreement carefully before using the Application. If you do not agree to the terms contained in this Agreement, then you may not use the Application. Your use of the Application constitutes your acknowledgement that you have the legal authority to bind yourself or any party you represent to, and your acceptance of, this Agreement. You acknowledge that you have read and agree to be bound by this Agreement and to comply with all applicable laws, regulations and/or rules with regard to your use of the Application. From time to time we may update this Application and this Agreement. Your use of this Application after we post any changes to this Agreement constitutes your agreement to those changes. You agree to review this Agreement periodically to ensure that you are familiar with the most recent version. We may, in our sole discretion, and at any time, discontinue this Application or any part thereof, with or without notice, or may prevent your use of this Application with or without notice to you. You agree that you do not have any rights in this Application and we will have no liability to you if this Application is discontinued or your ability to access the Application is terminated.
YOU MAY NOT USE THE APPLICATION FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT OR LOCAL LAWS APPLICABLE TO YOU. YOUR ACCESS TO THE APPLICATION MAY BE TERMINATED IMMEDIATELY IN THE COMPANY’S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THIS AGREEMENT AND/OR ADDITIONAL TERMS, OR FOR ANY OTHER REASON, OR NO REASON.
Term; Termination of Rights
This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from us if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement for any reason, you shall cease all use of the Application. Provisions of his Agreement, which by their terms or nature survive termination, shall survive, including all disclaimers and limitations of liability. Grant of License to You License to You. Subject to the terms and conditions of this Agreement, we grant you a limited, personal, non-transferable, non-exclusive license to access and use the Application and content, including all information, communications, scripting, text, hyperlinks, displays, and other materials provided to you via the Application (“Content”) on a single device at a time that you own or control, solely for your own personal, non-commercial use.
• You may not make the Application, including any Application Update, available over a network where it could be used on multiple devices at the same time.
• You may download and use Application Updates, if any, to update the Application on any device that you own or control. You may not update devices that you do not own or control.
• The Application is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Application. These laws include restrictions on destinations, end users and end use.
• This Agreement does not grant you any rights to use our proprietary interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any third-party applications, devices or accessories for use with the Application.
• Any use of the Application in any manner not expressly permitted under this Agreement or the Apple EULA (defined below), including, without limitation, resale, transfer, modification or distribution of the Application or copying or distribution of Content, is prohibited.
• This Agreement does not entitle you to receive and does not obligate us to provide hard-copy documentation, support, telephone assistance, or any other enhancements or updates to the Application or Content.
• By using the Application you acknowledge and agree that any and all of your Content and broadcasts may be visible to other users of the Application.
• Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-source software components included with the Application, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, alter, create derivative works of, publicly display or perform, or distribute the Application or Content or any part thereof. Any attempt to do so is a violation of the rights of the Company and its licensors in the Application and Content.
• You may not download, display or use any Content for use in any publications, in public performances, on websites for any other commercial purpose, in connection with products or services that are not those of the Company, or in any other manner that is likely to cause confusion among consumers, that disparages or discredits the Company and/or its licensors, that dilutes the strength of the Company or its licensors’ property, or that otherwise infringes the Company or its licensors’ intellectual property rights.
• You may not use any electronic communication feature of the Application for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
• You may not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
• You may not collect or store personal data about other users.
• You may not use the Application for any commercial purpose.
• You may not upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
• You may not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
Ownership; Reservation of Rights. Company and its licensors retain ownership of all right, title and interest in and to the Application. Neither title nor any intellectual property rights in the Application are transferred to you. Company reserves all rights not expressly granted to you under this Agreement.
Users of the Application on iOS devices – Apple EULA.
You, the end-user of this Application, acknowledge that this Agreement is entered into
by and between the Company and you and not with Apple, Inc., and Apple, Inc. is
not responsible for the Application and/or its content. Notwithstanding the foregoing,
you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of
this Agreement and that Apple, Inc. has the right (and is deemed to have accepted
the right) to enforce this Agreement. You acknowledge that Apple, Inc. has no obligation
whatsoever to maintain or support the Application. You acknowledge that you have
reviewed the App Store Terms and Conditions. This Agreement incorporates by
reference the Licensed Application End User License Agreement (the “Apple EULA”)
published by Apple, Inc. For purposes of this Agreement, the Application is considered
the “Licensed Application” as defined in the Apple EULA and Company is considered
the “Application Provider” as defined in the Apple EULA. If any terms of this Agreement
conflict with the terms of the Apple EULA, the terms of this Agreement shall control.
You further acknowledge and agree that in no event will Apple, Inc. be responsible for
any claims relating to the Application (including, without limitation, a third party claim
that the Application infringes that third party’s intellectual property rights) or your use or
possession of the Application, including but not limited to: (a) product liability claims;
(b) any claim that the Application fails to conform to any applicable legal or regulatory
requirement; and (c) claims arising under consumer protection or similar legislation. You
acknowledge and agree that, to the maximum extent permitted by applicable law,
Apple, Inc. will have no warranty obligation whatsoever with respect to the Application.
Definition; License to Company. All message content, images, postings, remarks,
suggestions, and other information and materials that you communicate through the
Application or other means (“Your Content”) are subject to the following license grant.
By publishing Your Content through the Application, and unless Company indicates
otherwise, you grant and acknowledge that you have granted to the Company and
its affiliates a worldwide, nonexclusive, royalty-free, perpetual, irrevocable and fully
sublicensable right and license to use, reproduce, copy, modify, display, adapt, publish,
translate, create derivative works from, publicly perform, reverse engineer, transfer,
transmit, broadcast, distribute, license, sell, give or otherwise make available Your
Content throughout the world in any form or media now or in the future known. You
further grant the Company and its affiliates the right to use, non-materially alter or omit
the name you submit in connection with Your Content.
Unsolicited Ideas; User Submissions.
We always welcome consumer feedback and appreciate your interest in sharing your
thoughts with us. However, it is our policy not to accept or consider unsolicited ideas
from outside the Company, including ideas for new or improved products, technologies,
product names, or promotion or marketing strategies. Company’s research and
technical staff continuously work to improve Company’s products and methods and
develop new products. The development process for new items may continue for
several years before being introduced to our customers. Should you submit an idea,
suggestions for improvements or other feedback to Company (a “Submission”) despite
Company’s policy, Company will treat the Submission as non-confidential and non
proprietary and Company will be free to use the Submission for any purpose and will
not be obligated to return or acknowledge receipt of your Submission or making any
payment to you or anyone else. Without limiting the previous paragraph, all such
Submissions that you communicate to Company become and remain our property
and you hereby irrevocably assign to Company all worldwide right, title and interest in
and to such Submissions, including all intellectual property and other proprietary rights
therein. If and to the extent that you do not have the right to grant this assignment or
this assignment is not enforceable, such Submissions shall be subject to the license
grant by you to Company set forth above.
You represent and warrant that (a) you are not located in a country that is subject to a
U.S. Government embargo, or that has been designated by the U.S. Government as a
“terrorist supporting” country and (b) you are not listed on any U.S. Government “watch
list” of prohibited or restricted parties, including the Specially Designated Nationals list
published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied
Persons List published by the U.S. Department of Commerce.
You represent, warrant and covenant that: (a) you have the full right, power and
authority to enter into and perform this Agreement; (b) you have secured all third-party
consents, licenses, waivers and permissions necessary to enter into and perform this
Agreement, including, without limitation, waivers of rights of privacy, publicity and
personality from any third parties whose names, likenesses, photographs, portrayals,
or actual or imitated voices are depicted in Your Content or any Submission made by
you; (c) Your Content and Submissions comply with this Agreement; (d) you will use the
Application and Content only for the purposes permitted herein; and (e) use of Your
Content and Submissions does not violate this Agreement or applicable law and will
not cause injury to any person or entity.
You agree to abide by the Company’s Code of Conduct (loud-hailer.com/codeofconduct)
when using the Application and agree that any breach of the Code of Conduct could
terminate your rights under this Agreement.
You further agree that you will not submit any information, material or content that is
copyrighted, protected by trade secret or otherwise subject to third party proprietary
rights, including privacy and publicity rights, unless you are the owner of such rights or
have permission from their rightful owner to post the material and to grant Company
all of the rights granted under this Agreement.
By using the Application, you may be exposed to Content that you may find offensive,
indecent, inaccurate, misleading or otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the use of the Application and any Content
provided on or through the Application, including, but not limited to, whether you
should rely on such Content.
Intellectual Property Rights of Others.
The Company respects the intellectual property rights of others, and requests that you
do the same. This Application may include user-submitted Content, and the Company
cannot and does not monitor any Content submitted through the Application.
Company does not permit copyright infringing activities or infringement of intellectual
property rights on the Application, and Company will remove all Content and submissions
if properly notified that such Content or user submission infringes on another's intellectual
property rights, as set forth below. Company will terminate in appropriate circumstances
users of the Application who are repeat infringers.
Company also reserves the right to decide whether Content or a submission is appropriate
and complies with this Agreement for violations other than copyright infringement, such
as, but not limited to, pornography, obscene or defamatory material.
You acknowledge and agree that Company shall have the right (but not the obligation),
without prior notice, to review any of Your Content and any other Content and take any
preventative measures Company feels appropriate in its sole discretion, including but
not limited to, terminating or blocking your access to the Application or any of Your
Content or other Content, if Company determines, in its sole discretion that any of
Your Content, other Content or any use of the Application or any of Your Content or
Content: (a) does not comply with the terms and conditions of this Agreement of the
Company’s Code of Conduct; (b) might violate any law, rule, regulation or order or
infringe upon or otherwise violate the rights of any third party or subject Company to
liability for any reason; or (c) might adversely affect Company’s public image, reputation
or goodwill. Moreover, Company reserves the right to reject, delete, disable or remove
Your Content and any other Content at any time, for the reasons set forth above, for
any other reason or for no reason, without prior notice.
If you believe your work has been used in a manner that may constitute copyright or
trademark infringement, you may notify Company’s agent, who can be reached at:
Please include all of the following in your notification:
1. A physical or electronic signature of the person authorized to act on behalf of the
owner of an exclusive copyright or trademark that is allegedly infringed;
2. a description of the work you claim has been infringed;
3. a screenshot of the message containing the material you claim is infringing and the
time and date you received the message;
4. your address, telephone number, email address and all other information reasonably
sufficient to permit Company to contact you;
5. a statement by you that you have a good-faith belief that the disputed use is not
authorized by the copyright or trademark owner, its agent or the law; and
6. a statement by you, made under penalty of perjury, that the above information in
your notice is accurate and that you are the copyright or trademark owner, or
authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
On certain areas of our Application, you may be given the ability to provide us with
privacy) for more information about our information collection and use practices.
Accounts, Security, Passwords.
Certain areas of the Application may require registration or may otherwise ask you to
provide information to participate in certain features or access certain Content. If you
elect not to provide such information, you may not be able to access certain Content
or participate in certain features of the Application.
If the Application requires you to open an account or otherwise submit information, you
must complete the specified process by providing us with current, complete, and
accurate information as requested by the applicable online registration form. It is your
responsibility to maintain the completeness, and accuracy of your registration data
and any loss caused by your failure to do so is your responsibility. During the registration
process, you will be asked to provide an email address and a four-digit PIN. You may
also be prompted to grant Company access to your location, contacts, and other
device information. While sharing location information with Company is not required to
download and use the Application, some Application features may not be available.
It is entirely your responsibility to maintain the confidentiality of your PIN and account.
Additionally, you are entirely responsible for any and all activities that occur under your
account. You agree to notify Company immediately of any unauthorized use of your
account. You further agree not to email, post, or otherwise disseminate any username,
password, or other information that provides you access to the Application. Company
is not liable for any loss that you may incur as a result of someone else using your
password or account, either with or without your knowledge.
You agree that Company may collect and use technical and usage data and related
information, including but not limited to technical information about your device, date
and time of Application access, system and application software, and peripherals, that
is gathered periodically to facilitate the provision of software updates, product support
and other services to you (if any) related to the Application. You grant Company the
permission to use this information to improve its products or to provide services or
technologies to you, as well as to provide advertising content in which Company
believes you may be interested, including working with third parties who provide
targeted advertising content.
Mobile Service, Internet and Service Fees.
The use of the Application requires use of a mobile device and certain features may
require wireless mobile data service, which must be obtained from your wireless carrier,
or certain features may require Internet access, which must be obtained from your
service provider. You are responsible for obtaining and paying for such additional services
and obtaining a suitable device, including without limitation all usage charges related
thereto. You are required to send and receive, at your cost, electronic communications
related to the Application, including without limitation, administrative messages, service
announcements, diagnostic data reports, and Application Updates, from Company,
your mobile carrier or third party service providers. If you do not have an unlimited
wireless mobile data plan, you may incur additional charges from your wireless service
provider in connection with your use of the Application. You are solely responsible for
obtaining any additional subscription or connectivity services or equipment necessary
to access the Application, including but not limited to payment of all third party fees
associated therewith, including fees for information sent to or through the Application.
The Application may not work with all devices or all mobile carriers. Company makes
no representations that the Application will be compatible with or provided by all mobile
carriers. In the event that fees are charged for the Application, or other third party service
providers charge a fee for the products or services they provide, you agree to pay such
fee to the respective party in exchange for your continued use of such products or
services. Some services may be subject to different or additional terms (including fees),
which you will be required to agree to prior to your use of such services.
Intellectual Property Ownership.
There are a number of trademarks, logos, service marks, slogans, product names and
designations and other proprietary indicia (collectively “Trademarks”) used in the
Application and in the Content. By making these Trademarks available through the
Application and in the Content, Company is not granting you a license to use them in
any fashion, and you are not granted any license under any of Company’s or any third
party's Trademarks or other intellectual property rights, except as specifically set forth in
this Agreement. No Company Trademarks may be used as a username, icon, identifier,
hyperlink or in any other manner without Company’s prior written permission.
The Application, Content, and the selection, coordination, and arrangement thereof, is
owned either by Company, or its respective licensors. The unauthorized copying,
displaying, selling, distributing or other use of any Content or Application is a violation of
the law. You acknowledge having been advised by Company that the Content and
Application is protected in the U.S. and internationally by a variety of laws, including but
not limited to, copyright laws and treaty provisions, trademark laws, patent laws and
other intellectual property and proprietary rights laws.
Representations, Disclaimer of Warranties, and Limitations of Liability.
Company and its parents, subsidiaries, officers, employees, and website contractors and
each of their officers, employees and agents (collectively, “Company Affiliates”) make
no representation or warranty whatsoever regarding the completeness, accuracy,
timeliness or adequacy of any information, facts, views, opinions, statements or
recommendations contained on the Application. Reference to any product, process,
publication or service of any third party by trade name, domain name, trademark,
service mark, logo, manufacturer or otherwise does not constitute or imply its
endorsement or recommendation by Company or the Company Affiliates.
The Internet may be subject to breaches of security. Company and the Company
Affiliates are not responsible for any resulting damage to any user’s device or computer
from any such security breach, or from any virus, bugs, tampering, unauthorized
intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or
transmission, computer line failure or any other technical or other malfunction. You should
also be aware that e-mail and other submissions over the Internet may not be secure,
and you should consider this before e-mailing Company or the Company Affiliates any
information or posting information to the Application. Company and the Company
Affiliates make no representation or warranty whatsoever regarding the suitability,
functionality, performance, availability or operation of the Application. This Application
may be temporarily unavailable due to maintenance or malfunction of computer equipment.
THE APPLICATION (INCLUDING ALL APPLICATION UPDATES) AND THE CONTENT ARE MADE
AVAILABLE ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. COMPANY AND
THE COMPANY AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, WITH RESPECT TO THE APPLICATION
AND THE CONTENT. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
OR SERVICES PERFORMED, PROVIDED OR ENABLED BY OR THROUGH THE APPLICATION
(INCLUDING ANY APPLICATION UPDATES) WILL MEET YOUR REQUIREMENTS, THAT THE
OPERATION OF THE APPLICATION, (INCLUDING ANY APPLICATION UPDATES) WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT ANY CONTENT WILL BE ACCURATE OR COMPLETE,
OR THAT DEFECTS IN THE APPLICATION (INCLUDING ANY APPLICATION UPDATES) WILL BE
CORRECTED. No oral or written information or advice given by Company or an
authorized representative shall be deemed to alter this disclaimer of warranty, or to
create any warranty. In the event of any failure of the Licensed Application to conform
to any applicable warranty, the end-user may notify Apple, and Apple will refund the
purchase price for the Licensed Application to that end-user; and that, to the maximum
extent permitted by applicable law, Apple will have no other warranty obligation
whatsoever with respect to the Licensed Application, and any other claims, losses,
liabilities, damages, costs or expenses attributable to any failure to conform to any
warranty will be your sole responsibility.
YOU AGREE THAT COMPANY AND THE COMPANY AFFILIATES ARE NOT LIABLE TO YOU FOR
ANY DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING IN ANY WAY FROM OR IN CONNECTION
WITH: (I) THE APPLICATION OR THE CONTENT; (II) ANY ERRORS OR OMISSIONS IN THE
TECHNICAL OPERATION OR CONTENT OF THE APPLICATION; (III) ANY ACTION TAKEN IN
CONNECTION WITH AN INVESTIGATION BY COMPANY, LAW ENFORCEMENT OR OTHER
AUTHORITIES REGARDING YOUR USE OF THE APPLICATION OR THE CONTENT; (IV) ANY
ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (V) THE CONDUCT,
ACTIONS OR INACTIONS OF APPLICATION USERS OR YOUR INTERACTIONS OR
RELATIONSHIPS WITH APPLICATION USERS, EVEN IF COMPANY OR THE COMPANY
AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS
FAILURE, OR THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THE APPLICATION
OR ITS RELATED INFORMATION OR PROGRAMS. IN NO EVENT SHALL COMPANY’S AND THE
COMPANY AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO YOU, WHETHER ARISING IN
CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EXCEED [ONE HUNDRED UNITED STATES
DOLLARS (US $100)]. THE FOREGOING LIMITATIONS OF LIABILITY AND THE DISCLAIMERS SET
FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF DEEMED TO FAIL OF THEIR ESSENTIAL PURPOSE.
THE APPLICATION MAY CONTAIN FACTS, OPINIONS, VIEWS, STATEMENTS AND RECOMMENDATIONS
OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. COMPANY DOES NOT REPRESENT OR
ENDORSE THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY FACTS, OPINIONS, VIEWS,
STATEMENTS OR RECOMMENDATIONS OR OTHER INFORMATION DISPLAYED, UPLOADED
OR DISTRIBUTED THROUGH THE APPLICATION. YOU ACKNOWLEDGE THAT ANY RELIANCE
UPON ANY SUCH FACTS, OPINIONS, VIEWS, STATEMENTS OR RECOMMENDATIONS IS AT
YOUR SOLE RISK. IN NO EVENT WILL COMPANY OR THE COMPANY AFFILIATES BE LIABLE TO
YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN
WARRANTIES AND CONDITIONS, OR THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO
SOME OF THE ABOVE MAY NOT APPLY TO YOU.
BY ACCESSING THIS APPLICATION, REGISTERING WITH THE APPLICATION AND/OR
ACCEPTING ANY INFORMATION FROM THIS APPLICATION YOU AGREE TO INDEMNIFY,
DEFEND AND HOLD COMPANY AND THE COMPANY AFFILIATES HARMLESS FROM AND
AGAINST ANY ACTUAL OR ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION,
JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE
(INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR
RELATING TO: (A) YOUR BREACH OF THIS AGREEMENT; (B) YOUR VIOLATION OF ANY
LOCAL, STATE, FEDERAL OR INTERNATIONAL LAW, RULE OR REGULATION; (C) A CLAIM BY
A THIRD PARTY THAT IS BASED ON YOUR USE OF THE APPLICATION OR THE CONTENT OR
ANY OF YOUR CONTENT OR SUBMISSIONS; (D) INFORMATION OR MATERIAL POSTED OR
TRANSMITTED THROUGH YOUR COMPUTER OR ACCOUNT, EVEN IF NOT SUBMITTED BY
YOU; (E) ANY MISREPRESENTATION MADE BY YOU; (F) ANY DISPUTE BETWEEN YOU AND
ANOTHER USER OF THE APPLICATION; (G) THE THEFT, MISAPPROPRIATION OR DISCLOSURE
OF YOUR PASSWORD; (H) YOUR AUTHORIZATION OF ANYONE ELSE TO USE YOUR
PASSWORD. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN
COMPANY’S DEFENSE OF ANY CLAIM. COMPANY RESERVES THE RIGHT, AT ITS OWN
EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE
SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT, IN ANY EVENT, SETTLE ANY
MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY.
Company may assign this Agreement and any of the rights and licenses granted by you
under this Agreement, in whole or in part, at any time with or without notice to you. You
may not assign or otherwise transfer this Agreement or any rights or licenses granted to
you under this Agreement, in whole or in part, including any rights to use all or any part
of the Application, either temporarily or permanently, to any other person. Any attempt
by you to do so is void. To the extent that you allow a third party to use your device, you
shall remain solely responsible for the use of the Application by others using the device.
Governing Law; Jurisdiction. By using the Application, you agree that the statutes and
laws of the United States and the State of New York without regard to conflicts of laws
principles, will apply to all matters relating to use of the Application and the Services,
and you agree that any litigation shall be subject to the exclusive jurisdiction of the state
or federal courts in New York, New York, USA. The United Nations Convention on Contracts
for the International Sale of Goods (1980) is hereby excluded in its entirety from application
to this Agreement. You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of the Application or this
Agreement must be filed within one (1) year after such claim or cause of action arose
or be forever barred. You further agree that any disputes, claims and causes of action
arising out of or connected with the Application and/or this Agreement, will be resolved
individually, without resort to any form of class action. The section titles in this Agreement
are for convenience only and have no legal or contractual effect.
Electronic Signature. You acknowledge and agree that your use of the Application may
involve you providing an “electronic signature” indicating your desire to use the Application.
Your “electronic signature” indicates your acceptance of this Agreement, and your
consent to receive communications about this Agreement electronically. If you wish to
receive communications in another manner, you may contact us at P.O. Box 846,
Kerhonkson, NY 12446 to change your communication preferences.
Relationship. Both you and Company acknowledge and agree that no partnership is
formed and neither of you nor Company has the power or the authority to obligate or
bind the other.
Force Majeure. The failure of Company to comply with this Agreement because of an
act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local
governmental authorities or for any other reason beyond the reasonable control of
Company, shall not be deemed a breach of this Agreement.
Severability. If any provision of this Agreement is held to be invalid by any law, rule, order
or regulation of any government or by the final determination of any state or federal
court, such invalidity shall not affect the enforceability of any other provision of this Agreement.
Waiver. The failure of Company to exercise or enforce any right or provision of this
Agreement shall not constitute a waiver of such right or provision.
shall be made and conducted in English.
International Matters. The Company is controlled and operated from its United States
offices in New York. We make no representation that the Application or any Content is
appropriate or available for use in any particular location. Those who choose to access
and use the Application and Content do so on their own initiative and are responsible
for compliance with applicable local laws.
Further Assurances. You agree to execute a hard copy of this Agreement and any other
documents, and take any actions, at Company's expense, requested by Company to
confirm and effectuate the intent of this Agreement and any of your rights or obligations
Entire Agreement. This Agreement constitutes the entire agreement between you and
Company governing your use of the Application, superseding any prior agreements
between you and Company relating to your use of the foregoing. You may also be
subject to additional terms and conditions (including, but not limited to, terms and
conditions from your wireless carrier or operator) that may apply to your use of the Application.
Dated: July 4, 2015