End User License Agreement
Effective November 12, 2018
- By accepting the EULA, including by clicking on any button indicating your consent to be bound to the EULA, or using and/or downloading the Software, you are agreeing to be bound by this EULA in its entirety, without modification or amendment. If you do not agree to abide by all of the terms and conditions of this EULA, you may not use, download, or otherwise access the Software or any of the Offerings (as defined below) made available to you through the Software. For purposes of this EULA, “Offerings” means any Company Content, websites, and all other products and services offered through the Software in connection with your use of the Software. The Software and Offerings are only available for use in the United States and by agreeing to this EULA. Unless indicated that alternate terms and conditions apply, all Software and Offerings made available to You are governed by this EULA, you hereby represent and warrant that you are physically located in the United States at the time of download and any subsequent use of the Software and Offerings. If you are not located in the United States, you are prohibited from using the Software and the Offerings.
- Subject at all times to your agreement to be bound by the EULA and to conform to the restrictions, limitations and prohibitions set forth herein, you are hereby granted a personal, non-assignable, non-exclusive license to use the Software and the Offerings for your personal (and no other) use for the limited purposes set forth in this EULA. You may only use the Software and Offerings for your personal purposes and solely on your personal computing device (e.g., desktop, laptop, handheld device). You may not assign, transfer, sublicense, hypothecate, and/or grant any security interest in or to the Software, the Offerings or your right to use either of them, as provided herein. You may not sell, transfer, or otherwise provide access to the Software and/or Offerings to anyone else or for any reason, including without limitation any time-sharing, application service provider, or service bureau basis.
- You are prohibited from taking any action which causes the Software and/or Offerings to function improperly or that causes the Software and/or Offerings (or any portion thereof) to become disabled. This prohibition extends to any equipment, network infrastructure, software, and/or servers used in connection with the Software and Offerings.
- You are prohibited from reverse engineering, disassembling, decompiling, or accessing the source code for the Software (except where permitted by applicable law).
- You are prohibited from altering, adapting, translating, or creating derivate works from the Software and Offerings (or any portion thereof).
- You are prohibited from including the Software and Offerings (or any portion thereof) with any other service, product, application or offering.
- You are prohibited from obscuring, altering or removing any proprietary notices appearing within the Software or Offerings in any manner.
- You are prohibited from parsing the Software or the Offerings in any manner that would enable the use of different components or aspects of the Software and Offerings from operating on separate computers.
- You must comply with all laws, rules and regulations in connection with your use of the Software and Offerings, including without limitation any software export laws, applicable to you.
- We reserve the right, at any time, to update and/or modify the Software and Offerings, or any portion thereof, without notice to you, except major updates impacting the functionality of the Software. If you do not agree with such update or modification, your sole recourse is to discontinue use of the Software and Offerings and uninstall the Software. By continuing to use the Software, you are agreeing to the update and/or modification and shall continue to be bound by this EULA. The Software may automatically update from time to time, including by downloading additional software onto your computer. These updates may include bug fixes, new software and related functionality, or entirely new versions of the Software. You agree to receive such updates subject to the terms of this EULA and allow the Company to deliver these updates to your computer device without further notice to you.
- As used in this EULA, “Content” means any images, photographs, graphics, software, text, data, audio files, video files, links, and other materials. As used in this EULA, “Company Content” means any and all Content the Company makes available to you through the Software and Offerings. As used in this EULA, “Your Content” means any and all Content You make available, provide, transmit, upload and/or post in connection with your use of the Software and/or Offerings.
- Each party is solely responsible for any Content that such party makes available through the Software and/or Offerings. Notwithstanding the foregoing, you may find certain Company Content to be objectionable, indecent or otherwise offensive and You agree that Your access of or exposure to Company Content is at your sole and exclusive risk and the Company shall have no liability to You with respect to same.
- You are responsible for ensuring that Your Content does not infringe or violate any third party or Company rights, including intellectual property rights (copyright and trademark rights). If any of Your Content gives rise to a claim of infringement of any third party or Company rights, you agree to be solely liable for same, including any damages resulting therefrom. We reserve the right to limit, by any means, including the promulgation of new policies and rules, the types and amounts of Your Content that may be used in connection with Your use of the Software and Offerings. You agree to abide by any such policies and rules.
- You are prohibited from making any use in any manner of any Company Content or the Content of any third party available through the Software and Offerings without the prior written consent of the Company or the Third Party, as applicable. For clarity, nothing in this EULA shall be deemed to constitute prior written consent for such use. Company Content and third party Content made available through the Software and/or Offerings is subject to all applicable intellectual property rights of its respective owner.
- We reserve the right, but shall have no obligation, to review, refuse to post or display, remove, block and/or filter Content from the Software and Offerings, for any reason or no reason, in our sole discretion, whether Company Content, Your Content, or third party Content.
- For purposes of this EULA, a “Third Party Service” means any third party software, programs, networks, systems, applications, databases, Content, websites, directories and services made available through or available on the Software and/or Offerings. We assume no responsibility for any of the Third Party Services and we do not make any representation, warranty, covenant or otherwise endorse such Third Party Services, all of which are provided to You as a convenience only, and none of which we control or manage. We assume no responsibility for the Third Party Services by making them available to You, including with respect to the functionality, accuracy, availability, or truthfulness of same. Third Party Services may be subject to additional terms, conditions and usage restrictions. Similarly, some of the Software and/or Offerings may enable the transfer (in any manner) of information between You and such Third Party Services through networks, servers, systems, applications and websites that are neither owned or controlled by us (“External Networks”). We assume no responsibility for, and make no representation, warranty or covenant with respect to such External Networks, including with respect to the functionality, accuracy, availability, quality, reliability or performance of same or any information so transferred to or through such External Networks.
- By using our Software and Offerings, you consent to our placement of advertising on any interface between You and such Software and Offerings, which advertisements may be targeted to Your Content, Company Content, and/or information regarding You that we learn of in connection with Your use of the Software and/or Offerings, as well as other information available to Us. The nature, extent and method of advertising shall be in our sole discretion and is subject to change at any time in our sole discretion. Additionally, certain of our Software and/or Offerings may be offered to you on a paid basis (“Premium Offerings”), which may be subject to additional terms and conditions that will be presented to you, subject to your agreement thereto, and shall thereafter supplement this EULA. Any payments made by You for the Premium Offerings shall in no way be construed as payment for any of the free Software and/or Offerings made available to you. You are solely responsible for the payment for any Premium Offerings.
- We own all legal right, title and interest in and to the Software and the Offerings, which includes any intellectual property rights therein (regardless of whether those rights are registered or not, and regardless of the jurisdiction in which such rights may exist). Our ownership is subject to any applicable third party licenses that We may be subject to with respect to any portion of the Software and/or Offerings. Additionally, to the extent any of our Software and/or Offerings make use of open source software, our ownership is subject to such open source software licenses, as applicable, shall equally apply to you, as applicable, in connection with your use of such Software and/or Offerings. Any of our trademarks, service marks, trade names, logos, domain names, and other distinctive brand features, comprising a portion of, incorporated into, or otherwise displayed through the Software and Offerings are Our property and You agree not to use, modify, copy or otherwise challenge the validity of such ownership.
- With respect to Your Content, by uploading it to or making it available through the Software and Offerings, You grant us an irrevocable, perpetual, worldwide license to use, edit, market, publicly and privately display, communicate, broadcast, reproduce, recreate, store, distribute, have distributed, publicly and privately perform, transmit, have transmitted, create derivative works based upon, and promote same for any purpose whatsoever. We have no obligation to enforce any of your rights with respect to Your Content in any circumstance, for which you remain solely responsible.
- There are risks associated with accepting or downloading files from the Internet, including from or through the Software and/or Offerings, such as the potential damage to Your computer systems and data or files stored on Your computer systems, the potential for Your Content, including personal information will become accessible and/or redistributed and/or used without Your permission or knowledge. You understand and agree that by using the Software and Offerings, you assume and accept such risks in their entirety. While we endeavor to provide a safe and secure online environment in connection with Your use of our Software and Offerings, you nevertheless understand and agree that the Software and the Offerings may have security and privacy risks and limitations that may not be acceptable to You. These risks and limitations include a lack of or insufficient security, privacy and authentication measures and features. Any privacy and security features we provide through the Software and Offerings are made available as a convenience only and cannot be relied upon to operate in all cases or as specified. By using the Software and Offering, you acknowledge that data and information available through same may be subject to any of the following: fraud, forgery, spoofing, electronic trespassing, eavesdropping, hacking, sniffing, password cracking, spamming, tampering, harassment, system contamination such as viruses, worms and Trojan horses, all of which can damage or harm You, Your computer systems, and your data information. Additionally, by using certain of the features and functionality of the Software and Offerings, third parties may gain remote access to Your computer systems and files thereon, which represents an increased security risk to You.
- (a) ALL SOFTWARE AND OFFERINGS PROVIDED TO YOU PURSUANT TO THIS EULA ARE PROVED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT RELATED TO THE SOFTWARE AND OFFERINGS, AS WELL AS ANY CONTENT ACCESSIBLE, DELIVERED, SENT, OR RECEIVED BY OR THROUGH THE SOFTWARE AND THE OFFERINGS, EXCEPT WHERE BARRED BY APPLICABLE LAW. WE MAKE NO REPRESENTION OR WARRANTY TO YOU THAT THE SOFTWARE, THE OFFERINGS, THIRD PARTY SERVICES AND/OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, AVAILABLE, RELIABLE, TIMELY, SECURE, ACCURATE, VALID, COMPLETE, STABLE, CURRENT, ERROR-FREE, OR OTHERWISE, WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR THAT ANY CONTENT AND INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE OFFERINGS WILL BE RELIABLE OR ACCURATE, EXCEPT WHERE BARRED BY APPLICABLE LAW. WE UNDERTAKE NO OBLIGATION TO CORRECT ANY DEFECTS OR ERRORS RELATED TO THE SOFTWARE OR FUNCTIONALITY. YOU AGREE TO BEAR THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE, THE OFFERINGS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT. IF THE ABOVE LIMITATIONS ARE UNLAWFUL IN YOUR JURISDICTION, THEN OUR LIABILITY TO YOU WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- WE SHALL NOT BE LIABLE TO YOU OR ANY PARTY, FOR ANY DIRECT, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN CONNECTION WITH YOUR USE OR INABILITY TO USE OR RELIANCE ON THE SOFTWARE, OFFERINGS, AND/OR ANY THIRD PARTY SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING THE PERFORMANCE OF ANY ACTION BY US OR ANY THIRD PARTY IN ACCORDANCE WITH THE RIGHTS AFFORDED TO SUCH PARTY PURSUANT TO THIS EULA. WE SHALL NOT BE LIABLE TO YOU FOR THE TRANSMISSION OR DELIVERY OF ALL OR ANY PART OF ANY INFORMATION OR CONTENT, FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR FOR THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION OR THE CONTENT. WE SHALL NOT BE LIABLE TO YOU IF YOUR COMPUTER SYSTEM, INFORMATION OR YOUR CONTENT BECOMES INFECTED OR CONTAMINATED IN CONNECTION WITH YOUR USE OF THE SOFTWARE, OFFERING OR THIRD PARTY SERVICES. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL OR YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION. WE SHALL NOT BE LIABLE TO YOU FOR ANY ERRORS, DELAYS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY INFORMATION OR COMPANY CONTENT, OR ANY ASPECT OF ANY ADVERTISING SHOWN THROUGH THE SOFTWARE AND/OR OFFERINGS, INCLUDING ANY RELATIONSHIP OR TRANSACTION YOU ESTABLISH OR UNDERTAKE WITH AN ADVERTISER WHOSE ADVERTISING APPEARS ON THE OFFERINGS; WE SHALL NOT BE LIABLE TO YOU FOR ANY CHANGES MADE TO THE SOFTWARE AND/OR OFFERINGS, INCLUDING ANY TERMINATION OF THE PROVISION OF SUCH SOFTWARE AND/OR OFFERINGS. THE FOREGOING LIMITATIONS ON THE LIABILITY SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SINCE SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, COMPANY’S AND THIRD PARTY SERVICE PROVIDER’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- In connection with your use of the Software and Offerings, any violation of this EULA or the rights of any party by You, or your provision of Your Content, You agree to fully indemnify and hold Company and any Third Party Service providers and their respective officers, directors, employees, parent company, affiliated companies, agents, partners, and licensors, harmless from and against any demand or claim, including reasonable attorneys’ fees, made by any third party with respect thereo.
- We may cease providing the Software and/or Offerings at any time, for any or no reason. We may also terminate this EULA at any time, for any or no reason, upon which all obligations under this EULA from Us to You will immediately terminate. You shall remain liable to abide by the terms of this EULA to the extent applicable. Those provisions of this EULA which by their terms are intended to survive any such termination, shall survive indefinitely, notwithstanding anything to the contrary set forth above.
- a) In addition to any other legal remedies that may be available to Company, we will be entitled to request and obtain injunctive relief against You in the event of a breach of this EULA by You which would give rise to irreparable injury to Us. Except for Third Party Service providers (which are intended third party beneficiaries) or as otherwise set forth in this EULA, there are no third party beneficiaries under this Agreement.
- If you believe your intellectual property rights in copyright or trademark have been violated, you may contact us in accordance with our policy available at /privacy . We will respond to all such notices of in accordance with our policy.
- We may amend, modify and otherwise change the terms of this EULA at any time by posting the revised EULA at /eula, or sending notice to you via email or mail or by posting a notice within the Offerings accessed by You, in the case of material changes to the EULA. Thereafter, the revised EULA shall be controlling. Your use of the Software and/or Offerings after any such change in the EULA shall constitute your acceptance of the revised EULA in its entirety.
- We are not obligated to provide You with notice of any updates, upgrades, bug fixes, error corrections and/or enhancements to all or any portion of the Software and/or Offerings. Our sole support to You, if any, is available at [email protected].
- This EULA shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts-of-law rules. You agree that exclusive jurisdiction for any claim or dispute with Company or relating in any way to your use of the Offerings resides in the courts of New York county, New York and expressly consent to the exercise of personal jurisdiction in the courts of New York in connection with any such dispute. Notwithstanding the foregoing, your use of all or a portion of the Offerings may be subject to other local, state, national, and international laws. Any and all legally required notices or communications from Us to You arising out of this EULA may be sent to you via e-mail to an e-mail address provided by you, by pop up notice, system notice, or any other form of notice, on any portion of the Software and/or Offerings, and/or by posting the notices on a main page or other page of the relevant Offering and you consent to the receipt of same (each, a “Notice”). Whether you read a Notice or not, delivery of any Notice from Company is effective when sent by Company. You may only terminate your use of the Software and Offerings if you wish to no longer receive Notices from Us. You can send Notices to Company at [email protected]. If any part of this EULA is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed as nearly as possible in a manner consistent with applicable law to reflect the original intent of the parties hereto, and the remaining portions shall remain in full force and effect without modification. Any headings and captions used in this EULA are used for convenience only and will not affect the meaning or interpretation of this EULA. We reserve the right, in our sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under this EULA to any third party whatsoever, without further action or notice by or to You. You are prohibited from assigning or other transferring any of your rights or obligations under this EULA. All provisions of this EULA addressing usage restrictions, disclaimers of representations and warranties, limitations of liability, intellectual property rights and obligations, indemnity obligations, Premium Offerings, and governing law shall survive the termination of this EULA for any reason. You agree to abide by U.S. and other applicable export control laws applicable to the Software and/or Offerings in whatever form. You further agree not to upload to Company any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
- Please contact us at [email protected] if you have any concerns regarding this EULA.
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