END USER LICENSE AGREEMENT For DEALO Last Updated: March 2017
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THIS MOBILE APPLICATION “DEALO”, (THE “APPLICATION”), AND/OR BEFORE DOWNLOADING OR INSTALLING THE APPLICATION. THE APPLICATION IS COPYRIGHTED AND LICENSED (NOT SOLD). BY OPENING THE PACKAGE, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE APPLICATION, BETWEEN YOU AND EVERDROBE MEDIA., AND OR ANY DISTRIBUTOR, RESELLER, REPRESENTATIVE OR AGENT ON ITS BEHALF (“LICENSOR”), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. You may print and keep a copy of this agreement.
1.0 LICENSE GRANT AND RESTRICTIONS ON USE 1.1 License Grant Subject to the terms and conditions specified hereunder, and if you have been granted a license to use the Application, subject to payment of applicable license fees, Licensor hereby grants to you, and you accept, a nonexclusive license to use the application in machine readable, object code form only, and the accompanying documentation (“Documentation”) in the manner described in Section II below under “Extent of Grant” 1.2 Restrictions on Use Dealo has zero tolerance for objectionable content or abusive users and any such material will be promptly removed and users will be banned for posting any such material or abusing other members. You shall use the Application strictly in accordance with the terms of the Related Agreements and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (e) violate any applicable laws, rules or regulations in connection with Your access or use of the Application: (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Everdrobe Media or its affiliates, partners, suppliers or the licensors of the Application: (e) use the Application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) [install, use or permit the Application to exist on more than one Mobile Device at a time or on any other mobile device or computer]; (g) [distribute the Application to multiple Mobile Devices]; (h) make the Application available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time; (i) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Everdrobe Media; (j) use the Application to send automated queries to any website or to send any unsolicited commercial e-mail: or (k) use any proprietary information or interlaces of Everdrobe Media or other intellectual property of Everdrobe Media in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.
2.0 LIMITATION OF WARRANTY Licensor warrants, for your benefit alone, that for a period of ninety (90) days from the date of obtaining the application (referred to as the ‘warranty Period’), the application if operated as directed, shall operate substantially in accordance with the functional specifications in the Documentation. Licensor does not warrant, however, that your use of the Application will be uninterrupted or that the operation of the Application will be error-free or secure. Licensors sole liability for any breach of this warranty shall be, in Licensor's sole discretion: (i) to replace or repair you defective application, (ii) to refund the price paid by you for the application. Any replacement or repair Application will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. Only if you inform Licensor in writing of your problem with the Application during the applicable Warranty Period and provide evidence of the date you purchased a license to the Application, will Licensor be obligated to honour the warranty. Licensor will use reasonable commercial efforts to replace or refund pursuant to the foregoing warranty within 30 days of being so notified. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE APPLICATION AND THE DOCUMENTATION ARE LICENSED AS IS, AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON INFRINGEMENT OF THIRD PARTIES RIGHTS; NO LICENSOR DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY, It any modifications are made to the Application by you during the warranty period; If the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Application is used on or in conjunction with hardware or Application other than the unmodified version of hardware and application with which the Application was designed to be used as described in the documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
2.0 EXTENT OF GRANT 2.1 Application The Application may not be used and installed on a number of devices exceeding the number of licenses granted. If you wish to install the Application on additional mobile devices, additional licenses must be purchased. 2.2 Network A license for the Application may not be shared. Neither concurrent use on two or more mobile devices, nor use in a local area network or other network is permitted without separate authorization and the payment of other license fees for each mobile device on which the Application is used or to which it is distributed. 2.3 Limitations You may not, (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Application; (ii) place the Application onto a server so that it is accessible via a public network. 2.4 Rental You may not rent or lease the Application.
3.0 INTELLECTUAL PROPERTY You acknowledge and agree that the Application and the Documentation, including any revisions, corrections, modifications, enhancements and or upgrades thereto, are EVERDROBE MEDIA’s property protected under copyright laws and treaties, You further acknowledge and agree that all right, title, and interest in and to the Application, including associated intellectual property rights (including, without limitation. copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Application (including, without limitation, the code), are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the Application, but only a limited right of use revocable in accordance with the terms of this License Agreement. Nothing in this Agreement constitutes a waiver of Licenser’s intellectual property rights under any law You may not copy the Documentation. 3.1 Rights to Application You acknowledge and agree that the Application and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Everdrobe Media. Furthermore, You acknowledge and agree that the source and object code of the Applications and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of Everdrobe Media and its affiliates, licensors and suppliers. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Application by implication, estoppel or other legal theory, and all rights in and to the Application not expressly granted in this License arc hereby reserved and retained by Everdrobe Media. 3.2 Third Party Software. The Application may utilize or include third party software that is subject to open source and third party license terms (‘Third Party Software”). You acknowledge and agree that Your right to use such Third Party Software as part of the Application is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event, shall the Application or components thereof be deemed to be “open source” or “publically available” software. 3.3 Everdrobe Media’s Marks You are not authorized to use the Everdrobe Media trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Everdrobe Media, which may be withheld for any or no reason. 3.4 Infringement Acknowledgement. You and Everdrobe Media acknowledge and agree that, in the event of a third party claim that the Application or Your possession or use of the Application infringes any third party’s intellectual property rights. You (and not Everdrobe Media) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement. You will, however, promptly notify Everdrobe Media in writing of such a claim.
4.0 RESTRICTIONS ON TRANSFER Other than explicitly permitted herein, you may not rent, lend or lease the Application If the license granted it for a single mobile device, you may permanently transfer all of your rights under this Agreement only as part of a sale or transfer of your mobile device, provided you retain no copies, you transfer all of the Application and the Documentation, and the recipient agrees to the terms of this Agreement. If the Application is an upgrade, any transfer must include all prior versions of the application.
6.0 THIRD PARTY CONTENT AND SERVICES 6.1 General You acknowledge that the Application permits access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). 6.2 Disclaimer You acknowledge that Everdrobe Media does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Application). Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and Everdrobe Media and its affiliates, partners, suppliers and licensors shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. Everdrobe Media hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services. 6.3 Third Party Terms of Service. You acknowledge and agree that Your access to and use of the Third Party Content and Services and any correspondence or business dealings between You and any third party located using the Application arc governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, You acknowledge and agree that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. You assume all risks arising out of or resulting from your transaction of business over the Internet and with any third party, and you agree that Everdrobe Media and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, You acknowledge and agree that You are not being granted a license to (i) the Third Party Content and Services: (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services: or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein. 6.4 Endorsements You acknowledge and agree that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by Everdrobe Media or its affiliates of such Third Party Content and Services. Everdrobe Media reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Application, although Everdrobe Media has no obligation to restrict or deny access even if requested by You. 6.5 Inappropriate Materials You understand that by accessing and using the Third Party Content and Services, You may encounter information, materials and subject matter (i) that You or others may deem offensive, indecent, or objectionable: (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in search results, as a link or reference 10 objectionable material. Notwithstanding the foregoing, You agree to use the Third Party Content and Services at Your sole risk and that Everdrobe Media and its affiliates, partners, suppliers and licensors shall have no liability to You for information, material or subject matter that is found to be offensive, indecent, or objectionable. 6.6 Use of Third Party Content and Services You agree that the Third Party Content and Services contain proprietary information and material that is owned by Everdrobe Media and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, arid that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third Party Content and Services. No portion of the Third Party Content and Services may be reproduced in any term or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Content and Services, in any manner, and You shall not exploit the Third Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. You agree that You will not use any Third Party Content and Services in a manner that would infringe or violate the rights of any other party, and that Everdrobe Media is not in any way responsible for any such use by You.
7.0 LIMITATION OF LIABILITY Licensor’s cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to Licenser for the use of the Application. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, MOBILE DEVICE FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, DAMAGES FOR PERSONAL INJURY OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE APPLICATION, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
8.0 DISCLAIMER OF WARRANTIES YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS AND “AS AVAILABLE” BASIS. AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION AND ANY ‘THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION, EVERDROBE MEDIA AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THIS APPLICATION AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, EVERDROBE MEDIA AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE: (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL LIE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EVERDROBE MEDIA OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT EVERDROBE MEDIA HAVE NO OBLIGATION CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.
9.0 TERM AND TERMINATION 9.1 Term This License shall be effective until terminated. 9.2 Termination Everdrobe Media may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by Everdrobe Media. Upon the termination of this License, You shall cease all use of the Application and uninstall the Application.
10.0 INDEMNIFICATION You shall indemnify, defend and hold harmless Everdrobe Media and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the indemnified Parties) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (I) Your access to or use of the Application or Third Party Content and Services: (ii) Your breach of this License; (iii) Your violation of law: (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License.
11.0 COMPATIBILITY Everdrobe Media does not warrant that the Application will be compatible or interoperable with Your Mobile device or any other piece of hardware, software, equipment or device installed on or used in connection with your Mobile Device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of your Mobile Device to diminish or fail completely, and may result in permanent the damage to Your Mobile Device, loss of the data located on Your Mobile Device, and Corruption of the software and files located on Your Mobile Device, You acknowledge and agree that Everdrobe Media and its affiliates, partners, suppliers and licensors shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
12.0 PRODUCT CLAIMS You acknowledge that YOU (not Everdrobe Media) are responsible for addressing any third party claims relating to Your use or possession of the Application, and agree to notify Everdrobe Media of any third party claims relating to the Application of which You become aware. Furthermore, You hereby release Everdrobe Media from any liability resulting from Your use or possession of the Application, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
13.0 MISCELLANEOUS 13.1 Governing Law This License shall be deemed to take place in Sarasota, Florida and shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law principles. Any disputes arising from this License shall be adjudicated in the Courts of Florida. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13.2 Severability If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law. 13.3 Waiver Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach. 13.4 Export Controls None of the Application or underlying information or technology may be downloaded or otherwise exported or reexported (I) into (or to a national or resident of) Cuba. Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods: or (II) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the Application, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control at, or a national or resident of any such country or on any such list. 13.5 Modification or Amendment Everdrobe Media may modify or amend the terms of this License by posting a copy of the modified or amended License on the Everdrobe Media Application EULA website. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Application following the date in which the modified or amended License is posted on the Everdrobe Media Application EULA website. 13.6 Survival The following sections of this License and any other provisions of this License which by their express language or by their context arc intended to survive the termination of this License shall survive such termination: 1, 2. 3. 4. 5. 7. 8, 9. 10. 12 and 13. 13.7 Assignment Except as permitted in Section 4, You shall no assign this License or any rights or obligations herein without the prior written consent of EVERDROBE MEDIA and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. 13.8 Entire Agreement This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understanding, regarding such subject matter.
14.0 OTHER Dealo is a registered trademark of EVERDROBE MEDIA in all countries. Apple is a registered trademark of Apple Inc. in the United States and other countries. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
If you have any questions concerning this agreement or to report violations you may contact us at firstname.lastname@example.org