END USER LICENSE AGREEMENT
BENEFITS OF THE CONNECTED CITY
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 acknowledgment 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 this 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. Covenants.
- 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 (www.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 infringement, you may provide notice to the Company in accordance with its DMCA Takedown Policy, posted at www.loud-hailer.com/dmca
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 the 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 the 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 PERSONAL INJURY. 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.
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 hereunder.
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: September 1, 2017