End User License Agreement
END USER LICENSE AGREEMENT:
This End User License Agreement (“Agreement”) applies to Tagr (“Application”) provided by SES-imagotag Inc. (“Owner”).
Acceptance of Terms and Conditions
This Agreement is solely between you and Developer, and governs your use of Owner’s software application and the corresponding services it provides. Review this Agreement completely.
By continuing to use the Application, you agree as follows:
- You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
- You will use the Application in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Owner from time to time; and
- You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.
If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the Application.
Owner’s License to You
Owner grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Application. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the Application and, if you sell or otherwise transfer a device on which the Application is installed to a third party, you must remove the Application from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof (except as and only to the extent that 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 Application).
The Application may update automatically from time-to-time, and you may be required to accept these updates to continue using the Application. Owner may perform maintenance on the Application, which may result in service interruptions or delays from time-to-time. Owner may not support older versions of the Application. You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity) necessary to access and use the Application.
Use of Owner Services
The following requirements apply to your use of the Application:
- You will not use any 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 will not use the Application to 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 will not collect or store personal data about other users of the Application.
- You will not use the Application for any commercial purpose not expressly approved by Owner in writing.
- You will 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.
You will pay Owner a monthly fee for your use of the Application, which will be automatically collected through the payment method you select during set-up for the Application. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Owner’s income) imposed by federal, state, or local tax authority. You must notify Owner of any billing errors within 120 days from when an error appears on your invoice, after which time period you release Owner from all liability for Losses (defined below) resulting from these errors.
This Agreement commences when you accept or otherwise download, install, copy, or use the Application; and will continue month-to-month until terminated (this period of time is the Agreement's Term).
Suspension and Termination
Owner may promptly suspend or terminate your use of the Application if (1) you violate this Agreement's terms; (2) Owner believes your use of the Application may damage its reputation or intellectual property rights; (3) Owner suspends or terminates its agreement(s) with any third party involved in providing the Application; (4) you exceed normal and reasonable usage for the Application; (5) you experience a bankruptcy or insolvency event; or (6) you are using the Application for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the Application.
You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Owner. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.
You will be required to register for an account with Owner to use the Application. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Owner if you discover a security breach involving your account or the Application. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the Application, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the Application (content may include, without limitation, transaction information, text, images, graphics, or photos).
Security of Data Transmission and Storage
Owner will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) to protect the data provided by you. You agree that the Owner does not control the transfer of data over telecommunications facilities, including the internet. The Owner does not warrant that it will be able to prevent unauthorized third-party access’ to the data provided by you.
By using the Application, you agree to grant to the Owner the nonexclusive right to use the data provided for the sole purpose of and only to the extent necessary for the Owner to provide the operation of the Application.
The data provided by you remain your sole and exclusive property.
Intellectual Property Rights
The Application is owned by Owner or its affiliates or agents and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to Owner or its affiliates or agents. Nothing contained in the Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Application without the written permission of Owner or such third party that may own the trademarks displayed in the Application. Your use of the trademarks displayed in the Application, or any other content in the Application, except as provided herein, is strictly prohibited.
Disclaimer of Warranties
YOUR USE OF THE APPLICATION IS ENTIRELY AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED BY OWNER ON AN “AS IS” AND “AS AVAILABLE” BASIS. OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OWNER MAKES NO WARRANTY THAT (i) THE APPLICATION WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OWNER, OR THROUGH THE APPLICATION SHALL CREATE ANY WARRANTY REGARDING THE APPLICATION NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limitation of Liability
To the extent permitted by applicable law, Owner will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.
Owner's total, aggregate liability to you for all losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Owner during the 3 months prior to a loss.
You agree to indemnify and hold Owner and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of your violation of this Agreement, state or federal securities laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including but not limited to a negligent act, will Owner or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Application.
Confidentiality, Data, and Ideas
Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the Application or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.
Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.
You may provide, or Owner may invite you to provide, comments or ideas about the Application (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Owner has no obligation to notify or compensate you in connection with their disclosure or use. You release Owner from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
The Agreement shall be governed by the law of the State of California, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Owner or any of its affiliates or agents in the State of California or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between you and Owner regarding the Application, and governs your use of the Application, superseding any prior agreements between you and Owner regarding the Application. If any provision of this Agreement shall be held invalid under law, such invalidity shall not affect any other provision or provisions hereof which are otherwise valid. The failure of Owner to enforce any provision in this Agreement shall not constitute a waiver of such provision or any other provision.
You may contact the Owner at: firstname.lastname@example.org
Last update 03-2022