END USER LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THIS MOBILE APPLICATION END USER LICENSE AGREEMENT (“EULA”) BEFORE DOWNLOADING OR USING THE PERSONAFI, INC’S MOBILE APPLICATION (“MOBILE APPLICATION”), WHICH ALLOWS YOU TO ACCESS PERSONAFI’S SERVICE (“SUBSCRIPTION SERVICE”) FROM YOUR MOBILE DEVICE. BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING THE MOBILE APPLICATION, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT INSTALL THE MOBILE APPLICATION.
The Mobile Application that you are about to access is a tool develop by PersonaFi, Inc, a Delaware Corporation (the “Licensor”). This EULA sets forth the terms and conditions of your use of the accompanying PersonaFi Mobile Application. For the purposes of this Agreement, "you" means you, the end user, and Licensor and its subsidiaries and affiliates.
Based on the foregoing and for other good and valuable consideration, you and the Licensor agree as follows:
1. LICENSE GRANT. Licensor hereby grants to you a revocable, limited, non-exclusive and non-transferable license to use the Mobile Application and related documentation (the "Documentation") solely for the intended purposes of the Mobile Application, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute or sublicense the Mobile Application or any rights therein. You may not install the Mobile Application on a network server, use the Mobile Application in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Mobile Application (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Mobile Application and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of this Mobile Application.
You agree that you have no right, power or authority to make any modifications to or unauthorized copies of the Mobile Application. The Mobile Application and Documentation may not be copied.
2. NO ASSIGNMENT; NO TRANSFER. You agree not to transfer or assign the Mobile Application and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Mobile Application and/or this Agreement, then you must at the same time either transfer any copies of the Mobile Application and Documentation to the same party or delete or return to Licensor any such materials not transferred.
3. NO MODIFICATION; NO REVERSE ENGINEERING. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Mobile Application or assist someone in performing such prohibited acts. Licensor reserves rights to create derivative works and to use, reproduce, publicly display, and otherwise commercially exploit the Mobile Application and Derivative Works throughout the World.
4. SUBLICENSE. You agree not to rent, lease, lend, sublicense, assign, distribute, publish, transfer or otherwise make available the Mobile Application or any features or functionality of the Mobile Application, to any third party for any reason, including by making the Mobile Application available on a network
5. IMPORT/EXPORT RESTRICTIONS. You agree not to import or export the Mobile Application or any Documentation (or any copies thereof) or any products utilizing the Mobile Application or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
6. OWNERSHIP AND TITLE. You agree that Licensor owns and holds title to the Mobile Application and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, copyrights, trademarks, and intellectual property rights in the Mobile Application and any Documentation shall remain with Licensor. The Mobile Application and any Documentation are protected by copyright and other intellectual property laws and by international treaties.
7. PRIVACY AND COLLECTION AND DELETION OF PERSONAL OR SYSTEM INFORMATION. The Mobile Application may employ applications and tools to collect personally identifiable, sensitive or other information including personal information, network information, geographical information, information about the usage of the Mobile Application, license information (key) expiration or machine information (including, but not limited to, information regarding the machine, system, disk ID, MAC address), collectively “Data.”
The collection of this Data may be necessary to you and your users with relevant Mobile Application or Technical Support. Without access to this Data, we may not be able to verify your compliance with this Agreement, among other things.
By entering into this agreement or using the Mobile Application or Technical Support, you and your users agree to the collection, processing, copying, backup and storage of this Data in and from the United States or other countries or jurisdictions outside of your or your users’ own as part of the Mobile Application or Support.
8. UPDATES. PersonaFi may from time to time in its sole discretion develop and provide Mobile Application updates, which may include upgrades, bug fixes, patches, and other error correction and/or new features (collectively “Updates”). Updates may also delete in their entirely certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings when your Mobile Device is connected to the internet either:
(a) The Mobile Application will automatically download and install all 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 and agree 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
10. GOVERNING LAW. The laws of the State of Arizona shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of Arizona for the purposes of enforcing the provisions of this Agreement.
11. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MOBILE APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE LICENSED MOBILE APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE MOBILE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED MOBILE APPLICATION AND ANY SERVICES, EITHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OR SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. LICENSOR DOES NOT WARRANT, HOWEVER, THAT YOUR USE OF THE MOBILE APPLICATION WILL BE UNINTERRUPTED OR, THAT THE OPERATION OF THE MOBILE APPLICATION WILL BE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED MOBILE APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE MOBILE APPLICATION.
13. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Licensor, its suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Mobile Application, or your breach of any representation, warranty or obligation under this Agreement. You agree to hold harmless the Licensor for any Mobile Application down time, loss of information and data, or anything else related to the Mobile Application and agree that when you upload information to the Licensor’s server or Third Party that you take the risk that your data or information may be deleted from the server
14. SEVERABILITY. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
15. ENTIRE AGREEMENT. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.
16. ACKNOWLEDGEMENT. By downloading, installing or using any part of this Mobile Application, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
17. FORCE MAJEURE. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.