Effective as of 17 April 2023
This Application End User License Agreement (“EULA” or “Agreement”) is a binding agreement between you, an individual, organization or commercial entity (“Licensee” or “You”) and Rayse, Inc., 6162 Bay Hill CT, Dublin, California 94568-7464 (“Rayse,” “Licensor,” “Company,” “PA,” or “Protection Advisory”). This Agreement governs Your use of Rayse applications (the “Software” or “Application” or “App” or “Apps”) and any updates thereto, as well as any information, services, or functionality provided by or in connection with the Software, and any documentation or materials related to the foregoing, and any goods or services provided by Rayse or one of its subsidiaries or affiliates (collectively, the “Services”). The Application is licensed, not sold, to You.
Before You install, download, access or otherwise use the Application or click on “Agree and Install” or the “End User License Accept” or any other similar button or box with respect to this Agreement, carefully read the terms and conditions of this Agreement. By installing or otherwise using or accessing any of the Application or by clicking on the End User License Accept Button, You: (1) acknowledge that you have read and understand this Agreement; (2) represent that You are 18 years of age or older/of legal age to enter into a binding agreement; (3) accept this Agreement and consent to be bound by its terms and any future amendments and additions to this Agreement; and (4) agree that Company may modify this EULA at any time, and such modifications shall be effective immediately following Company’s notification to You of such modifications by any reasonable means, including by making available the modified EULA through the Application or the Services. You agree to review this EULA from time to time and upon the Company making available a modified EULA, Your installation of any new version of the App, or your continued use of the App or the Services, shall be deemed Your acceptance of the modified EULA.
If You do not agree to the terms of this Agreement in their entirety, including but not limited to the warranty disclaimer, limitations of liability, and termination provisions, then do not download, install or otherwise use the Application, terminate the installation process immediately and completely remove the Application files from Your computer, phone or other devices or systems on which they are installed.
Our Privacy Policy and any other policies, rules or guidelines that may be applicable to particular features of the Application (the “Policies”) are also incorporated into this Agreement. By using, installing or downloading the Application, You accept these Policies and agree that You are legally bound by the terms contained therein. This Agreement is between you and the Company only, and does not include any third party service provider, marketplace provider, or hardware or platform provider such as, but not limited to Apple, Inc. (“Apple”) or Google, Inc. (“Google”), collectively (“Platform Providers”). The Company, not the Platform Providers, is solely responsible for the Application and its content. Although the Platform Providers are not a party to this Agreement, Platform Providers have the right to enforce this Agreement against you as a third party beneficiary relating to your use of the Application.
1. License Grant & Reservation of Rights. You acknowledge and agree that the Application is provided to You for use under a license; it is not sold to You. You agree to use the Application and Services only for lawful purposes. Subject to and conditioned upon Your compliance with the terms and conditions of this EULA, Company hereby grants You a limited, nonexclusive, nontransferable, non-sublicensable, non-assignable, revocable license to download, install and use the Application on one or more devices owned or otherwise controlled by You (“your Device”) as authorized by this EULA for Your commercial use. Your limited right of use will automatically expire upon the termination or cancellation of this EULA, by either Company or by You, for any reason. You have no ownership rights in the Application, Software and/or Services. Company shall at all times retain all right, title and interest in and to the Application, Software and/or Services, including but not limited to all modifications, alterations, changes or corrections thereto and all copyrights, trademarks, patents and other intellectual property rights therein or relating thereto.
2. Restrictions. Licensee shall not: (a) exceed the scope of the foregoing license, (b) copy, reproduce, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable of the Application, (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code, structure or algorithms of the Software and/or Application or any part thereof, (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof, (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one devise at a time, (f) knowingly take any action that would cause the Application or Services to be placed in the public domain, and (g) extract or replace any part of the Application/Software.
You shall not interrupt or attempt to interrupt the operation of the Application or the Services in any way. The Company in its sole discretion will not tolerate any conduct by You that restricts, inhibits, or interferes with the ability of any other user to access and use the Application or the Services (including by means of hacking or defacing any portion of the Application or the Services, or by engaging in spamming, flooding, or other disruptive activities, including with respect to the servers or networks used to make the Application and the Services available). You are strictly prohibited from communicating on or through the Application or the Services any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. You shall not: (a) transmit or otherwise make available through or in connection with the Application or the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment; (b) harvest or collect information about users of the Application or the Services; or (c) use the Application in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments. Company reserves the right to terminate or suspend Your access to and use of the Application or the Services without notice if Company believes, in its sole discretion, that Your actions are in violation of any applicable law or are harmful to our interests or the interests, including intellectual property or other rights, of another user or other third-party partners, affiliates, sponsors, providers, licensors, or merchants.
3. Geographic Restriction. The Application and the Services are based in California in the United States and are intended for use only by residents of and persons located in the United States, and are not intended to subject Company to any non-U.S. jurisdiction or laws. You acknowledge that You may not be able to access all or some of the Application and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. The Application and the Services may not comply with legal requirements of foreign countries. Other countries may have laws, regulatory requirements that differ from those in the United States. If You access the Application and/or Services from outside the United States, You are responsible for compliance with the local laws. Any portion of the Application, the Services or any other product or service provided by Company is void where and to the extent prohibited by law, and you may not use the Software or the Services where it would be illegal to do so. Company, in its sole discretion, may limit the availability of the Application or the Services at any time, in whole or in part, to any person, geographic area or jurisdiction with or without notice.
4. Updates. You agree that Company may automatically check the version of the Application and/or its components that You are utilizing and Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, the “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide the Application or Services or to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your settings, when your Devices are connected to the internet either: (a) the Application will automatically download and install all available Updates, or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement, unless Company provides other terms along with such Updates. Company does not represent or warrant that any version of the Application or the Services will be compatible with any hardware or software versions or applications (including any future versions or updates of your phone, tablet, computer, or its operating system) or provide the same functionality that is provided by the current version of the same. The Application or the Services may not be compatible with your hardware or software versions or applications (including any specific versions of your phone, tablet, computer, or its specific operating system).
5. Privacy, Collection and Use of Information Including Location Based Services. Your submission of information through the Application is governed by our Privacy Policy (“Privacy Policy”). Anyone with access to your Device may have access to information You submit through the Application. If you want to keep information related to Your account and use in connection with the App, then You should secure access to your Device as well as computers that You may use to access the App, Software and/or Services.
(a) You acknowledge that when You download, install or use the Application, Company may use automatic means (including for example, cookies and mobile beacons) to collect information about Your Device and about Your use of the Application. You may also be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality. All information that the Company collects through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using and providing information to and through this Application, You consent to all actions taken by Company with respect to Your information including but not limited to collecting the physical location of Your Device in compliance with the Privacy Policy.
(b) If You provide Company with information relating to personal contact information (the “Data”) of third parties (e.g., email, mail, telephone, fax), such information shall be provided by You free of any charge or fee. You warrant that: (i) You make no claim of copyright or other intellectual property rights in the Data; (ii) You have all the necessary rights to provide the Data to us and warrant that the Data was not collected, generated, compiled, obtained and/or being supplied to Company in any manner that would subject Company to legal or regulatory liability for the use as contemplated herein; (iii) none of the individuals included in the Data have “opted out” of receiving future messages from You; (iv) Your providing the Data to Company does not infringe any rights of any third party; (v) there are no material suits, claims, charges or proceedings currently pending or threatened against You related to the Data; and (vi) the individuals whose contact information is included in the Data reside in the United States.
(c) The Application works in conjunction with technology and devices that provide location-based services. By downloading the Application and enabling Your Bluetooth capabilities and/or location-based services on Your Device, You expressly consent to Company or its affiliates, suppliers or vendors collecting the precise location information of Your Device, including when you visit or are near a Company site. This information may be used in accordance with our Privacy Policy, including to personalize Your service in and near our sites. Please refer to our Privacy Policy for further information.
6. Third Party Materials. The Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including training material (“Third Party Materials”). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to You or any other person or entity for any Third Party Materials.
7. Licensee’s Responsibility For Hardware, Software, & Services. You are responsible for obtaining, maintaining and paying for all hardware, software, telecommunications and other services necessary for You to use the Application and Services. Specifically, You acknowledge and agree that by using the internet to use the Application or Services, You may incur charges from your wireless carrier, internet service provider, or other method of internet access, and that payment of any such charges is solely Your responsibility. Company does not control wireless or internet access. Your use of any such networks may not be secure and may expose any personal information You send over or through the same.
8. Right to Monitor Use. Company hereby reserves the right to elect to electronically monitor use of the Application and Services, including electronic communications made in connection with the same, and may disclose any content, records, or electronic communication of any kind if permitted to do so by any applicable law, regulation, or government request, if such disclosure is necessary or appropriate to operate the Application or the Services, or to protect Company’s rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors, or merchants. If Company is alerted to allegedly infringing, defamatory, damaging, illegal, or offensive content, Company may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content. Company has no obligation to monitor use of the Application and/or Services and this provision is in no way intended to create any such obligation on the part of Company.
9. Intellectual Property. The Application and any related documentation including but not limited to the content made available by Company through the Application and/or Services (“Content”) is owned by Company and protected by U.S. copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You are not granted any title, rights, or interests in any downloaded materials via the App or the Services. You are prohibited from deleting or altering any copyright or trademark notices. You are prohibited from using the Company’s copyright or trademark notices: (a) in any manner that would violate Company’s rights or that would be likely to cause confusion, or (b) with any products or services that are not Company’s. Company owns all the Content, including but not limited to text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of this material. You are prohibited from copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting, creating derivative works of the Content, or posting the Content or selected portions of the Content in any manner on any network computer, broadcast media, or other technologies existing now or that may be developed hereafter for unauthorized publication or commercial use without the prior written consent of Company. You may not copy, modify, publish, transmit, sell, offer for sale, or redistribute the Content in any way without the prior written permission of Company. You agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit for any commercial purposes any portion of the Application, the Services, or Content, or to collect any information about the users of the Application or Services.
You may not assign this EULA or any of the rights or licenses granted hereunder. You are prohibited from renting, leasing, or lending the Application or the Services to any person or entity. Any attempted sublicense, transfer, or assignment in violation of this EULA is void. Company may assign, transfer, or sublicense any or all of its rights or obligations under this EULA without restriction. The names, logos, and materials displayed in connection with the Application or the Services constitute trademarks, trade names, service marks, or logos of Company or other entities (“Trademarks”). Ownership of all Trademarks and the goodwill associated therewith remains with Company or those other entities, and nothing contained in this EULA, the Application, or the Services should be construed as granting any right to use any Trademarks without the prior written consent of the owner of said Trademarks. Any third-party Trademarks contained in or used by the Software or the Services are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall be for the benefit the trademark owner. The use of such third-party Trademarks is intended to denote interoperability and does not constitute: (a) an affiliation by Company and its licensors with such company; or (b) an endorsement or approval of such third-party companies and its licensors and its products or services.
The Application is licensed, not sold, to You. Nothing in this EULA shall convey, assign or otherwise transfer to You any title or ownership rights including without limitation any copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, right of privacy, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, worldwide (“Intellectual Property Rights”). You acknowledge that the Application contains proprietary and confidential information and valuable trade secrets of the Company, which the Company has entrusted to You in confidence to use only as expressly permitted herein. Except for the limited license and rights granted to you under the terms of this EULA, Company retains all right, title, and interest in and to the Application, all copies thereof, and all copyright, trade secret, and any other intellectual property or proprietary rights relating thereto. This Application is not for sale, distribution, or inclusion with other products. In the event of any third party claim that the Application or the end-user’s possession and use of that Application infringes that third party’s intellectual property rights, You, not the Platform Providers, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
10. No Grant of Patent or Certain Other Rights. You acknowledge and agree, and if You are a business entity you acknowledge and agree on behalf of Yourself and Your Affiliates, that neither the delivery or other conveyance of any hardware or software, including without limitation the Application, nor any provision of this EULA (including, without limitation, any provision in any exhibit, SOW, addendum, etc. forming a part hereof) will be deemed or construed to grant (whether expressly, by implication or by way of estoppel or otherwise) any right, license, authority to infringe, or immunity from infringement liability under or to: (a) any patents of Protection Advisory or any of its Affiliates (collectively, “PA Entities”), or (b) any other Intellectual Property Rights of PA Entities covering or relating to any technology (including, without limitation, any product or invention) not embodied solely in the Application.
11. Policy For Wireless Phone & Text Messaging Terms and Conditions. By providing Your wireless phone number to Company, You expressly consent to receive calls and text messages from or on behalf of Company at the number You provided. Furthermore, You agree to the terms and conditions as set forth herein. Company may use text messaging, phone calls, or other means of communication to initiate Your user account for the Application. Thereafter, most if not all notifications and communication from Company to You via your Device will be through the Application. However, You may revoke Your consent at any time by submitting a request at https://rayseinc.atlassian.net/servicedesk. You may also call 913-289-2988 or send an opt-out request via email to support@rayseinc.atlassian.net with the phone number you wish to opt-out. Your wireless carrier’s standard message and data rates may apply.
You acknowledge that text alerts and App Notifications may be sent to the mobile phone number You provide to Company. You are solely responsible for all message and data charges that you incur. Please contact your mobile service provider about such charges. Company will be sending App Notifications to Your wireless Device which You hereby consent and agree to receive in accordance with the terms of this EULA. These notifications may provide vital and important information and accordingly, it is recommended that you do not opt out. However, it is your right to opt out of Company text alerts and/or App Notifications at any time. To stop receiving alerts and/or Notifications, submit a request at https://rayseinc.atlassian.net/servicedesk. You may also call 913-289-2988 or send an opt-out request via email to support@rayseinc.atlassian.net .
The Company text alert and App Notifications programs are offered on an “as is” basis and: (1) may not be available in all areas at all times; and (2) may not continue to work in the event of product, software, coverage or other service changes made by your wireless carrier. Company may change or discontinue any of its text alert programs or App Notifications without notice or liability to you. Company and its related companies and each of their respective officers, directors and employees are not responsible and shall not be liable for any losses or injuries of any kind resulting, directly or indirectly, from any Company text alert program or App Notifications or from technical failures or delays of any kind. Company reserves the right to cease delivery of text alerts and App Notifications to any person at any time in its sole discretion.
12. Term and Termination. The term of this Agreement commences when You first use this Application and will continue in effect until terminated by You or Company as set forth herein. Your rights under this Agreement will terminate immediately and automatically without any notice if you violate any of the terms of this Agreement, however all other provisions of this Agreement will survive any such termination. Upon termination you must cease all use of the Application and delete all copies of the Application from your Device and account. Termination will not limit any of the Company’s rights or remedies at law or in equity. You may terminate this Agreement at any time by deleting the Application and all copies therefrom from your Device and ceasing to use any of the Services.
13. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. YOU AGREE THAT THE PROVISIONS IN THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO COMPANY TO GRANT THE LICENSE CONTAINED IN THIS AGREEMENT AND TO PROVIDE YOU WITH ACCESS TO THIS APPLICATION. COMPANY DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY INFORMATION ON THE APPLICATION OR SERVICES, INCLUDING BUT NOT LIMITED TO INJURY AND/OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF PRODUCT LIABILITY, NEGLIGENCE OR OTHERWISE. YOUR ACCESS AND USE OF THE APPLICATION, THE SERVICES, RESOURCES, AND THIRD PARTY RESOURCES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, CONTENT, SERVICES, PRODUCTS, MATERIALS, UPLOADS, AUTHENTICATION TECHNOLOGIES, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH OR IN CONNECTION WITH ANY OF THE FOREGOING (COLLECTIVELY, THE “OFFERING”), IS SOLELY AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY PASSWORD PROTECTION, ACCESS CREDENTIALS, AUTHENTICATION TECHNOLOGIES OR OTHER SECURITY MEASURES WILL PREVENT UNAUTHORIZED TRANSACTIONS OR ACCESS TO UPLOADS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, AND IN THOSE INSTANCES SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL THE PLATFORM PROVIDERS BE RESPONSIBLE FOR ANY WARRANTIES AND IN THE EVENT OF ANY FAILURE OF THE APPLICATION TO CONFORM TO ANY APPLICABLE WARRANTY. TO THE EXTENT YOU HAVE ANY CLAIM ARISING FROM OR RELATING TO YOUR USE OF THE APPLICATION, THE COMPANY, NOT THE PLATFORM PROVIDERS, IS RESPONSIBLE FOR ADDRESSING ANY SUCH CLAIMS, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO: (A) ANY PRODUCT LIABILITY CLAIM; (B) ANY CLAIM THAT THE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (C) ANY CLAIM ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION. NOTHING HEREIN SHALL BE DEEMED AN ADMISSION THAT YOU MAY HAVE SUCH CLAIMS.
14. Limitations of Liability. UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE APPLICATION; (B) THE CONTENT AND SERVICES; (C) YOUR USE OF, INABILITY TO USE THE APPLICATION; (D) THE PERFORMANCE OF THE APPLICATION; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE APPLICATION; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE APPLICATION’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH TO A USERS COMPUTER OR TO A USER’S DATA VIA A SECURITY BREACH TO A THIRD PARTY HOST, OR FROM ANY VIRUS, BUGS, TAMPERING, HACKING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE APPLICATION). IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE UNITED STATES DOLLAR ($1.00) OR THE MINIMUM PERMITTED UNDER APPLICABLE LAW, WHICHEVER IS GREATER.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF COMPANY’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS.
BY ACCESSING THE APPLICATION, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS USERS. THE COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
15. Indemnification. You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to Your use or misuse of the Application or Services or Your breach of this Agreement. Furthermore, You agree that Company assumes no responsibility for the content You submit or make available through this Application.
16. Export Regulation and Compliance. The Application may be subject to U.S. export control laws, including but not limited to the U.S. Export Administration Act and its associated regulations. The United States restricts the export and re-export or commodities and technical data of United States origin, including the Application. You agree to not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction, or country to which export, re-export or release is prohibited by law, rule or regulation, including but not limited to any “terrorist supporting country.” You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US. By installing or using this Application, You represent and warrant that: (a) you are not listed on any U.S. Government list of prohibited or restricted parties; (b) located in, or a national or resident of, any country subject to a U.S. government embargo or other restriction; or (c) on the United States Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Table of Denial and Prohibition Orders, or any other U.S. government list of restricted end users.
17. U.S. Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
19. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
20. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Notwithstanding the mandatory arbitration provision, any lawsuit, action, claim or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the courts of the State of California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
BY ENTERING INTO THIS EULA, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST COMPANY BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF CALIFORNIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH COMPANY; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF CALIFORNIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
21. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between You and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
22. Assignment. Licensee is not permitted to assign, sublicense, sell, pledge, or otherwise transfer this Application and EULA or allow this EULA to be assumed by a successor, whether voluntarily, by operation of law, or otherwise, without prior written consent from the Company. Any purported assignment or assumption made in violation of this provision shall be null and void.
23. Survival. You acknowledge that, except for the provisions of Paragraph Number 1, all other provisions of this EULA shall survive any expiration or termination of this EULA.
24. Dispute Resolution, No Class Claims, Timely Filing of Claims. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS EULA OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THE ONE HAND, AND COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS, ON THE OTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS EULA WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED BY ANY OTHER ARBITRATION OR CLAIM. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as amended by this EULA. The arbitration will be conducted in the State of California by an arbitrator with applicable industry expertise in the mobile app industry, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on You and Company, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such an arbitration proceeding including without limitation all evidence and materials submitted by You or Company shall be kept strictly confidential by You. You shall pay for your own legal costs and expense involved in any such arbitration, including without limitation reasonable attorney’s fees, and Company shall pay for its costs and expenses unless the matter being arbitrated involves Your breach of any of the provisions of this EULA, in which case You shall pay both for Yours as well as Company’s legal costs and expenses including without limitation reasonable attorney’s fees incurred by Company in pursuing such a claim. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM, SUIT OR ACTION THAT YOU MAY HAVE AGAINST COMPANY ARISING UNDER OR RELATED TO THIS AGREEMENT MUST BE BROUGHT BY YOU PURSUANT TO THIS SECION AND WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE EVENT UNDERLYING SUCH A CLAIM OCCURRED OR IS ALLEGED TO HAVE OCCURRED.
25. Apple-Specific Terms. In addition to the other terms set forth herein, and notwithstanding anything to the contrary herein, you acknowledge and agree that the following terms apply with respect to your use of any version of the Application compatible with the iOS operating system of Apple Inc. (“Apple”): (a) this EULA is between You and Company, and not Apple; (b) Company, and not Apple, is solely responsible for the Application; (c) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the Application; (d) in the event of any failure of the Application to conform to any applicable warranty, you may notify Apple and, to the extent you paid for the Application, Apple will refund the purchase price you paid for the Application; (e) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application; (f) Apple is not responsible for any claims that You have arising out of Your use of the Application; (g) Apple will have no responsibility whatsoever for the investigation, defense, settlement, or discharge of any third-party claim that the Application infringes that third party’s intellectual property rights; (h) Apple and its subsidiaries are third-party beneficiaries of this EULA and, upon Your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary; (i) the license that you have been granted herein is limited to a non-transferable license to use the Application on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by You, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service; (j) You must comply with the terms of any third-party agreement applicable to you when using the Application, such as Your wireless data service agreement; and (k) any inquiries or complaints relating to the use of the Application, including those pertaining to intellectual property rights, must be directed to Company in accordance with the “Contact Us” section herein.
26. Google-Specific Terms. In addition to the other terms set forth herein, and notwithstanding anything to the contrary herein, you acknowledge and agree that the following terms apply with respect to your use of any version of the Application compatible with the android operating system of Google Inc. (“Google”): (a) this EULA is between You and Company, and not Google; (b) Company, and not Google, is solely responsible for the Application; (c) Google has no responsibility whatsoever to furnish any maintenance and support services with respect to the Application; (d) in the event of any failure of the Application to conform to any applicable warranty, you may notify Google and, to the extent you paid for the Application, Google will refund the purchase price you paid for the Application; (e) to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the Application; (f) Google is not responsible for any claims that You have arising out of Your use of the Application; (g) Google will have no responsibility whatsoever for the investigation, defense, settlement, or discharge of any third-party claim that the Application infringes that third party’s intellectual property rights; (h) Google and its subsidiaries are third-party beneficiaries of this EULA and, upon Your acceptance of this EULA, Google will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary; (i) the license that you have been granted herein is limited to a non-transferable license to use the Application on a Google-branded product that runs Google’s android operating system and is owned or controlled by You, or as otherwise permitted by the Usage Rules set forth in Google’s Play Store Terms of Service; (j) You must comply with the terms of any third-party agreement applicable to you when using the Application, such as Your wireless data service agreement; and (k) any inquiries or complaints relating to the use of the Application, including those pertaining to intellectual property rights, must be directed to Company in accordance with the “Contact Us” section herein.
27. Contact. Any end-user questions, complaints or claims shall be directed solely to https://rayseinc.atlassian.net/servicedesk.