End User License Agreement
Did U Remember To LLC License Agreement for the atendit® Mobile Application
BY DOWNLOADING, INSTALLING, AND/OR USING THIS LICENSED APPLICATION, YOU ACCEPT, EXPRESSLY CONSENT AND AGREE TO BE LEGALLY BOUND TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS BETWEEN YOU AND DID U REMEMBER TO LLC. DURT IS SOLELY RESPONSIBLE FOR THIS LICENSED APPLICATION AND THE CONTENT THEREOF. IF YOU DO NOT COMPLETELY AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO DOWNLOAD THIS LICENSED APPLICATION OR USE IT IN ANY MANNER. IN CONSIDERATION OF DURT PROVIDING YOU ACCESS TO AND/OR USE OF THIS LICENSED APPLICATION, THE SUFFICIENCY OF WHICH CONSIDERATION IS HEREBY AGREED TO BY YOU AND DURT, THE PARTIES FURTHER AGREE AS FOLLOWS:
- Limited Use License: This license granted to you for the Licensed Application by DURT is limited to a non-exclusive, non-transferable license to use the Licensed Application on any mobile device that you own or control. This license does not allow you to use the Licensed Application on any mobile device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of DURT. If you breach this restriction, you may be subject to prosecution and damages. You may not use this Licensed Application in any anti-competitive manner, for any purpose which would be contrary to DURT's business interest or to DURT's actual or potential economic disadvantage in any aspect. All rights not specifically and expressly granted under this Agreement are reserved by DURT. This Licensed Application is licensed, not sold. Your license confers no title or ownership in this Licensed Application and should not be construed as a sale of any rights in this Licensed Application. The terms of the license will govern any upgrades provided by DURT that replace and/or supplement the original Licensed Application unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
- Ownership. All title, ownership rights, and intellectual property rights in and to this Licensed Application (including but not limited to any trademarks, titles, computer code, themes, objects, concepts, artwork, animation, sounds, audio-visual effects, methods of operation, moral rights, any related documentation, and "applets" incorporated into this Licensed Application) are owned by DURT. This Licensed Application is protected by the trade secret, patent, copyright laws of the United States, international copyright treaties and conventions and other laws. This Licensed Application contains certain licensed materials, and DURT's licensors may also protect their rights in the event of any violation of this Agreement. Any use of third-party trademarks herein is intended to denote interoperability and does not constitute: (i) an affiliation by DURT with such company, or (ii) an endorsement or approval of such company of DURT and its products or services.
- Maintenance and Support: DURT is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in this Agreement, or as required under applicable law. You and DURT acknowledge that no third party has an obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
- Termination. The license is effective until terminated by you or DURT. Your rights under this license will terminate automatically without notice from DURT if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
- Services; Third Party Materials. As part of the Licensed Application, DURT may collect and use Speech Data, as defined below, to tune, enhance, and improve the speech recognition and other components of the Licensed Application, and other services and products. In accepting the terms and conditions of this Agreement, you acknowledge, consent, and agree that DURT may collect the Speech Data as part of the Licensed Application and that such information shall only be used by DURT or third parties acting under the direction of DURT, pursuant to confidentiality agreements, to tune, enhance, and improve the speech recognition and other components of the Licensed Application, and other services and products. DURT will not use the information elements in any Speech Data for any purpose except as set forth above. "Speech Data" means the audio files, associated transcriptions and log files provided by you hereunder or generated in connection with the Licensed Application. You agree not to: (a) submit any automated or recorded requests to the Licensed Application unless otherwise approved in writing by DURT; (b) modify, port, translate, or create derivative works of the Software or Service; (c) remove any proprietary notices, labels or marks from the Licensed Application or any Service; (d) use any Service related to Speech Data for purposes of comparison with or benchmarking against products or services made available by third parties; or (e) knowingly take any action that would cause the Licensed Application or a Service to be placed in the public domain. You also understand that using voice controls may not be error free, and you accept sole responsibility for ensuring that the Licensed Application interprets words and other sounds correctly. You agree that Services contain proprietary content, information, and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information, or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that DURT is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using any of the Services. In addition, third-party Services and third-party Materials that may be accessed from, displayed on, or linked to from a mobile device are not available in all languages or in all countries. DURT makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. DURT reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will DURT be liable for the removal of or disabling of access to any such Services. DURT may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
- NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DURT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. DURT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DURT OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DURT BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF DURT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall DURT's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one dollar ($1.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- Export Controls. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law.
- Injunctive Relief. Because DURT would be irreparably damaged if the terms of this Agreement were not specifically enforced, You agree that DURT will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to any and all other remedies which DURT may have under applicable laws.
- Indemnity. You agree to indemnify, defend, and hold DURT, its partners, affiliates, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Licensed Application pursuant to the terms of this Agreement.
- Developer Name and Contact. Did U Remember To LLC is the developer of the Licensed Application. Any questions, complaints or claims with respect to the Licensed Application should be sent to: Managing Director, Did U Remember To LLC, firstname.lastname@example.org.
- Third Party Beneficiary: You and DURT acknowledge and agree that third party distributors of the Licensed Applications are third party beneficiaries of the Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, such third-party distributors will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
- Application Notifications: In conjunction with your use of the Licensed Application, You will receive notifications generated by the Licensed Application based on requirements defined solely by You, on your mobile device. By using the Licensed Application, these messages will automatically be displayed to You via the operation of the Licensed Application and its use of the mobile phone’s Notification function. If You do not wish to see or receive such messages, You must cease use of the Licensed Application.
- Promotions: DURT may include promotional communications, offers, links, and messages from DURT and third-party advertisers as an addendum to any message You receive based on your requirements.
- Miscellaneous. (a) This Agreement represents the complete agreement concerning the license of this Licensed Application between You and DURT and supersedes all prior or contemporaneous agreements and representations between them regarding the same subject matter. (b) This Agreement may be amended only by DURT. (c) If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement will not be affected. (d) This Agreement will be governed by the laws of the State of New York as such law is applied to agreements between New York residents entered into and to be performed entirely within New York, except as it may be governed by United States federal law. (e) You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, nor to any dispute or transaction arising hereunder or in connection herewith. (f) 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. (g) If this Agreement is translated into a language other than English, You agree that the English version will prevail to the extent of any discrepancy in meaning between the English version and its translation. (h) Except and only to the extent prohibited by applicable law, You agree that any and all disagreements, disputes, claims, mediation, arbitration, litigation, etc., related to this Agreement shall be conducted in the English language, including but in no way limited to all correspondence, requests, motions, notices, consents, requests for discovery, interrogatories, submissions, filings, pleadings, arguments, orders, and judgments.