CUTE ANIMALS END USER LICENSE AGREEMENT
PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT ("LICENSE")
CAREFULLY BEFORE CLICKING THE "ACCEPT" BUTTON OR DOWNLOADING OR USING
THE CUTE ANIMALS MOBILE APPLICATION ("APPLICATION") ACCOMPANYING THIS
LICENSE. BY CLICKING THE "ACCEPT" BUTTON OR DOWNLOADING OR USING THE
APPLICATION, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF
THIS LICENSE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE
"ACCEPT" BUTTON OR DOWNLOAD OR USE THE APPLICATION.
1. General. The Application is licensed, not sold,
to You by BasilTime, LLC. (the “Company”) for use
strictly in accordance with the terms and conditions of this License, and any
"usage rules" established by any other third party usage rules or
terms of use, such as Google Inc. and such other vendors (“Usage Rules”), which
are incorporated herein by this reference. The term "Application"
shall refer to and consist of the following: (i) the
mobile software application accompanying this License, including, without
limitation, any software code, scripts, interfaces, graphics, displays, text,
documentation and other components; (ii) any updates, modifications or
enhancements to the items listed in subsection (i);
and (iii) any specific website the Application directs you to via any browser
located on any mobile device (“Mobile Device”).
2. License Grant and Restrictions on Use.
2.1 License Grant. Company grants You a revocable, non-exclusive,
non-transferable, limited right to install and use the Application on a Mobile
Device owned and controlled by You, and to access and use the Application on
such Mobile Device strictly in accordance with the terms and conditions of this
License, the Usage Rules and any service agreement associated with your Mobile
Device (collectively "Related Agreements").
2.2 Restrictions on Use. 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; (c) 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 Company 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; (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 Company; (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 interfaces of Company or
other intellectual property of Company in the design, development, manufacture,
licensing or distribution of any applications, accessories or devices for use
with the Application.
3. Intellectual Property Rights.
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 Company. 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 Company
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
are hereby reserved and retained by Company.
3.2 Third Party Software. The Application may utilize or include
third party software or content 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".
3.3 Company’s Marks. You are not authorized to use the Company trademarks in
any advertising, publicity or in any other commercial manner without the prior
written consent of Company, which may be withheld for any or no reason.
3.4 Infringement Acknowledgement. You and Company 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 Company) will be responsible for
the investigation, defense, settlement and discharge of any such claim of
intellectual property infringement. You will, however, promptly notify Company in
writing of such a claim.
4. Restriction on Transfer. You may not rent, lease, lend,
sublicense or transfer the Application, this License or any of the rights
granted hereunder. Any attempted transfer in contravention of this provision
shall be null and void and of no force or effect.
5. Use of Information.
5.1 Consent to Use Information. You hereby authorize and consent to
the collection, storage and use, by Company and its affiliates, partners and
agents, of any information and data related to or derived from Your use of the
Application, and any information or data that You provide to Company and its
affiliates, partners and licensors ("Information"). Without limiting
the generality of the foregoing, the Information shall include, without
limitation, the following types of information and data, in an aggregate (not
user level) form: search requests, search results, patterns, data and
suggestions based on user actions. Notwithstanding the foregoing, You shall not provide or disclose and the Information shall
not include any information or data that is personally identifiably to You. The
Information will be treated as being non-confidential and nonproprietary, and Company
assumes no obligation to protect confidential or proprietary information (other
than personally identifiable information) from disclosure and will be free to
reproduce, use, and distribute the Information to others without restriction.
We will also be free to use any ideas, concepts, know-how or techniques
contained in the Information for any purpose whatsoever including, without
limitation, developing, manufacturing and marketing products and services
incorporating such Information.
5.2 Privacy Policy. You represent that You shall comply with the terms and
conditions of the Company Privacy Policy, which sets forth and describes the
practices of Company with respect to the collection, use and disclosure of
Information in connection with Your use of the Application. Company reserves
the right to change the provisions of its Privacy Policy at any time and from
time to time at its sole discretion. Company will post any changes to its Privacy
Policy at the web address set forth in the preamble to this License. Your use
of the Application following the posting of such changes to the Privacy Policy
will constitute Your acceptance of any such changes.
6. 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 Company 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 Company 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. Company 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 are 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 Company 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 Company or its affiliates of such Third Party Content and
Services. Company reserves the right to restrict or deny access to any Third
Party Content and Services otherwise accessible through the Application,
although Company 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 to objectionable material. Notwithstanding the foregoing, You agree to use the Third Party Content and Services at
Your sole risk and that Company 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 Company
and its affiliates, partners, suppliers and licensors and is protected by
applicable intellectual property and other laws, including, without limitation,
pursuant to copyright, and 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 form 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 Company is not in any way
responsible for any such use by You.
7. Term and Termination.
7.1 Term. This License shall be effective until terminated.
7.2 Termination. Company 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 Company. Upon the termination of this License, You shall cease all use of the Application and uninstall the
Application.
8. 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. COMPANY
AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND
ALL REPRSENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE 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, COMPANY
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
UNINTERRUPED, 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 BE AS REPRESENTED OR MEET YOUR
EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONENT AND
SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM COMPANY OR FROM THE APPLICATION SHALL CREATE ANY
REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPANY
HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE
APPLICATION.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY
OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE
APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE
DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY'S
AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE)
SHALL NOT EXCEED THE AMOUNT OF TEN DOLLARS ($10.00). THE FOREGOING LIMITATIONS
WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Indemnification. You shall indemnify, defend and hold harmless Company 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. Compatibility. Company 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 Company 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. Product Claims. You acknowledge that You (not Company) are responsible
for addressing any third party claims relating to Your use or possession of the
Application, and agree to notify Company of any third party claims relating to
the Application of which You become aware. Furthermore, You
hereby release Company 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. Miscellaneous.
13.1 Governing Law. This License shall be deemed to take place in the State
of Washington and shall be governed by and construed in accordance with the
laws of the State of Washington excluding its conflicts of law principles. Any
disputes arising from this License shall be adjudicated in the courts of the
City of Seattle. 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
effect 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 Control. 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(s) in which the Application was obtained. You represent and warrant
that You are not (x) located in any country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a
"terrorist supporting" country, or (y) listed on any U.S. U.S.
Government list of prohibited or restricted parties including the Treasury
Department's list of Specially Designated Nationals or the U.S. Department of
Commerce Denied Person's List or Entity List. You also agree that You will not
use the Application for any purposes prohibited by United States law.
13.5 Modification or Amendment. Company may modify or amend the terms
of this License by posting a copy of the modified or amended License on the Company
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 Company
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
are intended to survive the termination of this License shall survive such
termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12 and 13.
13.7 Assignment. Except as permitted in Section 4, You shall not assign
this License or any rights or obligations herein without the prior written
consent of Company 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
understandings regarding such subject matter.