MOBILE APPLICATION END USER LICENSE AGREEMENT
This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “You”) and 25:2 Solutions LLC (“Company”). This Agreement governs Your use of the software application provided with this Agreement (including all related documentation, the “Application”). The Application is licensed, not sold, to you.
BY DOWNLOADING, INSTALLING OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.
DEFINITIONS
“Device” refers to a compatible electronic product running a mobile operating system (e.g., iOS operating system, Android operating system) that You own or control. “App store” refers to the digital distribution platform that the Application was downloaded from. “Associated Product” refers to the separately licensed product or cloud service offering associated with the Application which You are an authorized user of pursuant to the terms of the SLSA. “SLSA” refers to the 25:2 customer, license or services agreement for the Associated Product.
Once installed and properly configured on Your Device, the Application will enable You to use Your Device to access certain content and services of the Associated Product as permitted by the SLSA. Your use of the Application and the Associated Product is subject to the terms referenced herein, including the terms of the SLSA.
LICENSE
License Grant. Subject to the terms of this Agreement and the App Store Terms of Service (if any), Company grants You a limited, revocable, non-exclusive, nontransferable and non-sublicensable license to: (a) install and use the Application on Your Device solely in connection with Your authorized use of the Associated Product; and (b) access, download and use on Your Device, through the Application, content and services provided or made available by the Associated Product, strictly in accordance with this Agreement and the SLSA.
License Restrictions. You shall not: (a) copy the Application; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.
Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to You. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement and the SLSA. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement.
Your use of the Associated Product is governed by the terms of the SLSA. Your license to use the Application shall cease upon the earlier of (i) the expiration, termination, or suspension of the SLSA, or (ii) the expiration, termination, or suspension of Your status as an authorized user of the Associated Product. Company may audit Your use of the Application. You are not permitted to use the Application for any purpose other than in connection with Your authorized use of the Associated Product. You agree to comply with any applicable third-party terms when using the Application.
UPDATES
Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your Mobile Device settings, when Your Mobile Device is connected to the internet either: (a)the Application will automatically download and install all available Updates; or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
CONSENT TO USE LOCATION-BASED SERVICES AND DATA
The Application may contain or use location-based services. If You enable, use or access such location-based services in connection with the Application, You hereby consent to the collection, transmission and use of Your location data by the Application. Information about the Application’s collection and use of location data will be specified in the Application’s About section; such use may include verifying or otherwise recording Your location for the purposes specified in the Data Collection and Privacy section below.
DATA COLLECTION AND PRIVACY
The Application may collect information about or from Your use of the Application, including information You provide directly or through automated means, such as geolocation (only if You choose to enable location based services), Application usage, time stamp, Device and operating system identification, login credentials, or other information. To the extent that Company receives information in relation with its provision of the Associated Product or Application, Company may use this information for providing the services specified under the SLSA, enabling features or content based on or otherwise recording Your location, identity management, security, auditing, marketing, and product improvement.
The Application may provide You with the ability to connect with non-Customer websites, services, and applications, which may allow the third party to collect or share information about Your use of the Application. Further, if You use push messaging in connection with the Application, independent third parties associated with the push messaging service may use the messaging information to provide, maintain, protect, and improve their services, subject to the privacy policies of those third parties. All such third party connections are beyond Company’s control. Company encourages You to check the privacy policies and terms of use of any non-Company connections before using them or providing Your personal information to them.
Any data collected about or from Your use of the Application may be shared with, transferred to, or accessed or used by the licensee of the Associated Product. Any such access or use of data by, or further transfer from, the Associated Product licensee is solely between You and such entity. For further information regarding how Your information is used by such entity, or for any questions, concerns or requests You have with respect to such use, please consult directly with such entity or refer to its privacy policies and/or Your agreement(s) with it.
TERM AND TERMINATION
The term of Agreement commences when You download or install the Application and acknowledge Your acceptance and will continue in effect until terminated by You or Company as set forth in this Section. You may terminate this Agreement by deleting the Application and all copies thereof from Your Mobile Device. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement shall terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement. Upon termination: (a) all rights granted to You under this Agreement will also terminate; and (b) You must cease all use of the Application and delete all copies of the Application from Your Mobile Device and account. Termination will not limit any of Company’s rights or remedies at law or in equity. Except as expressly set forth in the SLSA, the terms and conditions governing the SLSA are not affected by the termination of Your right to use the Application under this Agreement. The provisions of this Agreement that by their nature continue shall survive any expiration or termination of this Agreement.
DISCLAIMER OF WARRANTIES
Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You and Company acknowledge that neither Company nor the App Store has any obligation under this Agreement to furnish technical support or updates for the Program.
LIMITATION OF TIME TO FILE CLAIMS.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
INDEMIFICATION.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to Your use or misuse of the Application or Your breach of this Agreement, including but not limited to the content You submit or make available through this Application.
EXPORT REGULATION
The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
You represent and warrant that: (i) 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 (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
GOVERNING LAW; SEVERABILITY.
This Agreement and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall be governed by and construed in accordance with the substantive and procedural laws of the State of Idaho. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. The Parties agree to submit to the exclusive jurisdiction of, and venue in, the courts of Pocatello or Bannock County in Idaho in any dispute arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.
ENTIRE AGREEMENT.
This Agreement and our Privacy Policy constitute the entire agreement between You and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
You acknowledge that the terms of this Agreement (including the license for the Application) are separate from the terms governing the Associated Product, and that this Agreement does not include the grant of any right to use the Associated Product. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. Company’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If You are located in the province of Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le present contrat et tous les documents connexes soient rediges en anglais.
