Mobile Application End User License Agreement
This Mobile Application End User License Agreement (“Agreement” and/or “EULA”)is made between Global Rescue LLC (“Company”), owner of Global Rescue Mobile App (“Mobile App”), and you (“You” and/or Your”) regarding Your use of the Mobile App. This EULA is in addition and subject to (i) the applicable terms and conditions of Your MSA with Company (either purchased by You or between Company and Your employer shall be referred to as “Your MSA”) and (ii) the applicable standard license agreement by the mobile platform provider from which this Mobile App is downloaded. It is further understood that any subsequent elections made by You in Agreement.
PLEASE READ THIS EULA CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY AND IS APPLICABLE TO ALL RELEASED VERSIONS OF THE MOBILE APP. YOU AGREE THAT THIS AGREEMENT HAS THE BINDING LEGAL FORCE AND EFFECT OF A CONTRACT SIGNED IN INK AND DELIVERED IN PERSON. BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE MOBILE APP, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED AND COMPANY SHALL PROMPTLY CANCEL THIS TRANSACTION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE MOBILE APP.
1. Mobile App Usage Terms.
a. Description. The Mobile App is a software application, proprietary to Company, which is designed to allow You to access certain information and services of the Company’s GRID system via Your mobile device. The Mobile App is protected by intellectual property laws and international intellectual property treaties. The Mobile App is licensed and not sold, and solely for use in accordance with the terms and conditions of this EULA and any usage rules established by the mobile platform provider from which this Mobile App is downloaded. The term Mobile App includes (i) the mobile software application, including but not limited to all software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any updates, modifications or enhancements; and (iii) any specific website the Mobile App may direct You to via any browser located on Your mobile device.
b. Third Party Vendors/Distributors. You are aware that Company makes no representation or warranties of any kind or nature, express or implied, with reference connection with Your use of the Mobile App shall be deemed a part of this to any third party vendor/distributor software and/or services that are complementary or used in conjugation with the Mobile App.
c. Accessibility and Function. You agree that from time to time, the Mobile App may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment (hardware) malfunctions; (ii) software malfunctions; (iii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iv) causes beyond the reasonable control of Company or which causes are not reasonably foreseeable by Company. Company is not responsible, directly or indirectly, for the performance and/or reliability of third party vendor/distributor system, equipment or otherwise.
d. Equipment. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the Mobile App, all hardware, software, electrical and other physical requirements for Your use of the Mobile App including, without limitation, telecommunications and Internet connection(s), ISP, web browsers and/or other equipment, programs and services required to access and use the Mobile App.
e. Grant of License. Company grants to You, pursuant to the terms and conditions of this Agreement, a personal, non-exclusive, limited, revocable, non-transferable right and license to use the Mobile App for Your personal, non-commercial purposes via a mobile device. Your right and license to use the Mobile App shall be conditioned on Your compliance with the terms of this Agreement, and Your license granted under this Section shall terminate immediately upon Your breach of the terms of this Agreement or until terminated pursuant to Section 6.
2. Security of Your System.
You shall be solely responsible for the security,confidentiality, and integrity of all messages and the content that You receive, transmit through or store via the Mobile App or on any computer or related equipment that is used to access the Mobile App. You shall be solely responsible for any authorized or unauthorized access to Your account by any person, entity, partnership, organization, association, or otherwise.
b. Term/Automatic renewal. The term of this agreement shall begin upon Your commencement of the Mobile App and shall continue until terminated pursuant to Section 6.
c. Upgrades. During the term of the license You shall be entitled to Mobile App upgrades as provided in the sole discretion of Company. Your entitlement to upgrades shall be limited to the specific edition of the Mobile App for which You are licensed.
4. Your Representations.
You represent and warrant to Company that: (a) You are over the age of eighteen (18) and have the power and authority to enter into and perform Your obligations under this Agreement; (b) all information provided by You to Company is truthful, accurate and complete; (c) You shall comply with all terms and conditions of this Agreement including, without limitation, the provisions set forth in Section 5; (e) You, and not the Company, are solely responsible for the security and use of Your login and password; (f) You have provided and shall provide accurate and complete registration information including, without limitation, Your legal name, address, email address, and telephone number; and (g) You acknowledge that all right, title, and interest to the Mobile App belongs to Company. Company reserves all rights not expressly granted to You in this Agreement and You may not sublicense, transfer or assign the Mobile App, directly or indirectly, to any person, entity, partnership, organization, association or otherwise, for any reason without Company’s prior written consent, which may be granted or withheld in Company’s sole discretion.
5. Prohibited Uses.
a. Errors, Acts, Omissions and Unacceptable Use. You, directly or indirectly, agree not to engage in, facilitate, or encourage any unacceptable use of the Mobile App. Unacceptable use includes, without limitation, use of the Mobile App to: (i) disseminate, store or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail; (ii) disseminate or transmit material that, to a reasonable person may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) disseminate, store or transmit files, graphics, software or other material that actually, impliedly, or potentially infringes the copyright, trademark, patent, trade secret, trade name or other intellectual property right of any person, entity, partnership, organization, association or otherwise; (iv) create a false identity or to otherwise attempt to mislead any person, entity, partnership, organization, association or otherwise, as to the identity or origin of any communication; (v) distribute, re-distribute, or permit transfer of content in violation of any export or import law and/or regulation or restriction of the United States of America and its agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Mobile App or any other computer network; (vii) disseminate, store or transmit viruses or any other malicious code or program; or (viii) engage in any other activity deemed by the Company, in its sole discretion, to be in conflict with the spirit or intent of this Agreement.
b. Dissemination. You may not disseminate software, username(s) and/or password(s) to any other person, entity, partnership, organization, association or otherwise. Internet Protocol addresses may be recorded by the Mobile App to prevent account misuse.
This Agreement is effective upon Your acceptance as set forth herein and shall continue in full force until terminated. You may terminate this Agreement for any reason by uninstalling or ceasing Your use of the Mobile App. This Agreement will automatically terminate and you will cease using the Mobile App or any portion or content thereof, upon the expiration or termination of Your MSA.Company further reserves the right, in its sole discretion and without prior notice to You, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Mobile App; (b) suspend Your access to or use of all or any portion of the Mobile App; and (c) terminate this Agreement.
THE MOBILE APP IS PROVIDED “AS IS” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE MOBILE APP IS AT YOUR SOLE RISK. COMPANY NEITHER REPRESENTS OR WARRANTS THAT THE MOBILE APP WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE MOBILE APP. COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE MOBILE APP. COMPANY MAKES ABSOLUTELY NO WARRANTIES WITH REFERENCE TO THIRD PARTY SOFTWARE AND/OR SERVICES YOU MAY USE ALONG WITH THE MOBILE APP.
8. Limitation of Liability.
a. UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY “COMPANY PARTIES”), DIRECTLY OR INDIRECTLY, BE LIABLE TO YOU OR ANY OTHER PERSON, ENTITY, PARTNERSHIP, ORGANIZATION, ASSOCIATION OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE MOBILE APP OR THE INTERNET IN GENERAL, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE MOBILE APP, ANY CHANGES TO OR INACCESSIBILITY OF THE MOBILE APP, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE MOBILE APP, OR ANY DATA OR MATERIAL ACCESSED ON OR THROUGH THE MOBILE APP, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.
b. IN NO EVENT SHALL COMPANY PARTIES’ TOTAL LIABILITY FOR ANY DAMAGES EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY HEREUNDER. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE MOBILE APP, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE MOBILE APP AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.
c. COMPANY IS NOT LIABLE FOR ANY ITEMS VIEWED OR TRANSMITTED VIA THE MOBILE APP.
d. COMPANY IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTS TAKING PLACE WHICH ARE NOT VIEWED OR TRANSMITTED VIA THE MOBILE APP.
e. COMPANY IS NOT OBLIGATED, DIRECTLY OR INDIRECTLY, TO TAKE ANY STEPS TO PREVENT OR CORRECT ANY ILLEGAL, ABUSIVE OR OTHERWISE INAPPROPRIATE ACTIVITY PERFORMED BY YOU, NOR IS COMPANY OBLIGATED, DIRECTLY OR INDIRECTLY, TO ARCHIVE OR OTHERWISE MAINTAIN OTHER REPRODUCTION OF THE CONTENT THAT APPEARS OR IS TRANSMITTED ON THE MOBILE APP FOR FUTURE REFERENCE.
f. COMPANY IS NOT LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ACTION OR INACTION WITH RESPECT TO ANY CONTENT ON THE MOBILE APP.
g. COMPANY IS NOT RESPONSIBLE, DIRECTLY OR INDIRECTLY, FOR COMPLIANCE OR LACK THEREOF BY ANY THIRD-PARTY VENDORS WITH RESPECT TO ANY APPLICABLE LAWS AND REGULATIONS.
h. COMPANY MAKES SIGNIFICANT EFFORTS MEETING OR EXCEEDING INDUSTRY STANDARDS TO INSURE THE SECURITY AND/OR FUNCTIONALITY OF MOBILE APP RELATED INTERNET TRANSMISSIONS BUT, DUE TO THE INHERENT NATURE OF THE INTERNET, CANNOT GUARANTEE OR WARRANT FUNCTIONALITY AND/OR SECURITY OF INTERNET TRANSMISSIONS.
You agree to indemnify, hold harmless, and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, entity, partnership, organization, association or otherwise, arising out of or relating to: (a) this Agreement; (b) Your use of the Mobile App, including any data or work transmitted or received by You; and (c) any unacceptable use of the Mobile App, including, without limitation, any statement, data or content made, transmitted or republished by You which is prohibited as unacceptable in Section 5.
a. Amendment. This Agreement may be amended from time-to-time at the sole discretion of company. Company shall provide notice to you of amendments by posting the updated Agreement on company’s website. You shall have the opportunity to refuse said amendments solely by ceasing utilization of the mobile app and uninstalling it from your mobile device. By accessing or using the Mobile App after the date such amended terms are posted, You shall be deemed to accept of such amended terms.
b. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
c. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be enforced to the maximum extent possible and the other provisions shall remain fully effective and enforceable.
d. Notice. All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail or when sent by facsimile or e-mail. You hereby consent to notice by e-mail. All notices shall be directed to the parties at the respective addresses provided in Your MSA or to such other address as either party may, from time to time, provide to the other party.
e. Governing Law/Venue. This Agreement shall be construed and governed under and by the laws of the State of New Hampshire for contracts executed and to be performed within New Hampshire. The parties agree that exclusive venue for any legal action relating hereto shall be in Grafton County, New Hampshire, United States, and jurisdiction shall be vested in the courts therein. The parties agree not to contest the venue set forth herein and to submit to, and not contest, the exercise of personal jurisdiction over them by any of the foregoing courts or concerning forum nonconveniens in the foregoing forums.
f. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by causes beyond the reasonable control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.
g. Survival. The terms and provisions of sections 2, 3, 4, 5, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
h. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Mobile App and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Mobile App. In the event of any conflict between the provisions of Your MSA and this Agreement concerning the Mobile App, this Agreement shall control.
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