IMPORTANT NOTICE TO USER - PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. BY INSTALLING OR USING THE Company SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT YOU MUST IMMEDIATELY DISCONTINUE THE DOWNLOAD AND/OR USE OF THE Company SOFTWARE.
This Agreement is a legal agreement between you, the end user ("End User" or "you" or "your") and Tell Friends Inc. ("Company", "us", "we" or "our"), for the Company software application (the "Application") you have chosen to download for use on your mobile device (the "Mobile Device"). The Application is licensed, not sold, to you for use only under the terms of this Agreement. Company reserves all rights not expressly granted to you.
Scope of License.Subject to the terms of this Agreement, Company grants you a limited, terminable, non-sublicensable, non-transferable, non-exclusive license to install and use the Application on your Mobile Device that you own or control solely: (a) for your personal use; and (b) as permitted by the applicable terms of service of the mobile app store from where you downloaded the Application and the specific usage rules set forth therein (the "Usage Rules). This Agreement shall also govern any software upgrades provided by Company that supplement, modify and/or replace the original Application, unless such upgrades are accompanied by a separate license agreement, in which case the terms of that license will govern.
License Restrictions.Your license confers no title or ownership in the Application and should not be construed as sale of any rights in the Application. The Application is only for your personal non-commercial use. You may not distribute or make the Application available over a network where it could be used by multiple devices at one time. You may not rent, lease, lend, sell, redistribute or sublicense the Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create derivative works of the Application, any update or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
Ownership of Application.You acknowledge and agree that Company owns all right, title, and interest in or, if applicable, licenses to the Application, including, but not limited to, all trademarks, data, and content, except to the extent any such third-party content data is owned by the respective third-party data provider. You may not alter or remove any trademark, logo, copyright or other proprietary notice in or on the Application. The license granted herein does not grant you any right to use the logos, trademarks, service marks or copyrights of Company. Any reference to products, services, processes, hypertext links to third parties, or other data by trade name, trademark, manufacturer, supplier, or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Company or its licensors. Any product and service information are the sole responsibility of each individual vendor.
Your Responsibilities as the Application User.Use of the Application requires third party services and equipment such as a compatible mobile device, internet access and a telecommunications carrier. Obtaining and maintaining the equipment and services necessary to use the Application is your responsibility. Company is not responsible for equipment defects, lack of service, dropped calls, or other issues arising from third party services or equipment. You are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your carrier to access the Application. You are also responsible for maintaining the confidentiality of your user identification and password used to access the Application. You will not disclose or share your password to or with third parties or use your password for any unauthorized purpose. Any unauthorized use of your user identification or password is your responsibility. If you choose to use a persistent log-in, you should lock your phone when not in use to avoid any breach of the security of your information and or misuse of your identification, password or the Application. You agree not to use the Application or email to communicate in an offensive or obscene manner, spam, threaten, defame or harass other users. Company 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 the Application. Any objectionable activity or language used in the Application may be removed by Company at any time. Company reserves the right to not publish or to terminate any, communication, email or posting it determines objectionable in its sole discretion.
Confidentiality.You shall, at all times, keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any Confidential Information of Company or any of its third-party data providers. "Confidential Information" means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Company or its third-party data providers, including, but not limited to, the Application, and any other materials or information related to the business or activities of Company which are not generally known to others engaged in similar businesses or activities.
Location Data.Company, its distributors or other providers or their partners may collect, maintain, process and use your location data, including the real-time geographic location of your mobile device as necessary to provide the Application’s full functionality. By using or activating any location-based services on your mobile device, you agree and consent to Company's, and such parties' collection, maintenance, publishing, processing and use of your location data to provide you with such services. Company does not collect location data in a form that personally identifies you. You may withdraw this consent at any time by turning off the location-based feature on your mobile device or by not using any location-based features. Turning off or not using these features will impact the functionality of the Application. Location data provided by the Application is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at your sole risk. Location data may not be accurate. Neither Company, nor such parties guaranty the availability, accuracy, completeness, reliability or timeliness of information or location displayed by the Application.
Consent to Use and License of Data.You agree that Company may collect and use technical data and related information, including but not limited to technical information about your device, use of the application, operating system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Application. Company may use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you. By using the Application to transmit digital information relating to your mobility to and from our servers to your Apple Device, you agree to grant, and thereby do grant, to Company a non-exclusive, perpetual, transferable, sublicensable, royalty-free, fully paid up, non-revocable, worldwide license to copy, modify and otherwise use such digital information as needed to make the Company services available to you and for our general business purpose. You acknowledge and agree that use of the Application is sufficient consideration for your grant of this license to Company.
Disclaimer of Warranties.THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS DISTRIBUTORS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES THAT THE Application IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE AND NON-INFRINGING. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE Application FOR YOUR PURPOSES. COMPANY AND ITS LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE AND ENJOYMENT OF THE Application, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE Application WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE Application OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE Application, COMPANY SERVICES OR COMPANY WEBSITE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY SHALL CREATE A WARRANTY. SHOULD THE Application, COMPANY SERVICE OR COMPANY WEBSITE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Limitation of Liability.TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY AND ITS OFFICERS, DIRECTORS, LICENSORS AND AGENTS BE LIABLE FOR ANY PERSONAL INJURY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE Application, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, WORK STOPPAGE, PROPERTY DAMAGE, BUSINESS INTERRUPTION, LOSS OF GOOD WILL, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).
You further acknowledge that access to third-party or non-Company services and websites ("External Services") may require you to accept additional terms and conditions. You understand that by using any of the External Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the External Services at your sole risk and that neither Company nor its agents shall have any liability to you for content that may be found to be offensive, indecent, or objectionable.
Certain External Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to additional third party websites. By using the External Services, you acknowledge and agree that neither Company nor its agents is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. Neither Company nor its agents warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
Termination.Company may terminate this Agreement for any reason, including, but not limited to, if Company believes that you have violated any of the terms of this Agreement. In addition, this Agreement shall terminate immediately upon the termination of the agreement between Company and any third-party from whom Company licenses third-party content for use as part of or in the Application. All provisions relating to confidentiality, indemnity, proprietary rights, and non-disclosure shall survive the termination of this Agreement. All other rights and obligations of the parties shall cease upon termination including, but not limited to, all licenses granted hereunder. Upon termination of this Agreement you shall cease to use the Application and destroy all copies of the Application.
Export Controls.You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Company was obtained. In particular, but without limitation, you may not export or re-export the Application: (a) into any United States embargoed countries; or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce Denied Person’s List or Entity List. By using the Application, you represent and warrant that: (i) you will not use these products for any purpose prohibited by United States law.
Injunctive Relief.You hereby agree that Company would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that Company shall be entitled, without bond, other security, or proof of damages, to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary rights.
Indemnity.You agree to indemnify, defend and hold Company and its licensors and suppliers (including, but not limited to, their respective assignees, subsidiaries, affiliated companies and their respective officers, directors, employees and shareholders, agents and representatives) harmless from and against any and all liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including, but not limited to, attorneys’ fees, arising out of or in connection with your use of the Application.
Third Party Beneficiaries.The owner of the app store from which you downloaded the Application is a third-party beneficiary to this Agreement. Upon your acceptance of this Agreement, such owner will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.
Section Titles.The section titles in this Agreement are for convenience only and do not have any legal or contractual effect.
Force Majeure.Company shall not be liable to you for a failure to perform any of its obligations under this Agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control.
Assignment.Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect.
Non-Waiver and Severability.Company’s failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of Company to enforce each and every such provision thereafter. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to you may be provided by e-mail. In the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.
Governing Law.The laws of the State of New York, excluding its conflicts of laws rules, govern this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You agree to submit any and all disputes arising under this Agreement to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
Entire Agreement.This Agreement, constitutes the entire agreement between you and Company pertaining to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements between you and Company pertaining to the subject matter hereof.
Questions or Additional Information.If you have questions regarding this Agreement, or wish to obtain additional information, please send an email to [email protected]