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THIS END-USER LICENSE AGREEMENT, (“EULA”), is a legally binding agreement between you (either an individual or a single entity) and Text Lifeline™, LLC, an Idaho limited liability company, (herein “Provider”). This EULA governs your use of Text Lifeline™’s mobile application known as textlifeline™ and related application software, firmware, operating systems, drivers, and any other types of software and may include associated media, printed materials, and online or electronic documentation, (collectively herein “Application”).
PLEASE READ THIS ENTIRE EULA CAREFULLY BEFORE USING THE PRODUCT. AN AMENDMENT OR ADDENDUM TO THIS EULA MAY ACCOMPANY THE APPLICATION. IN THE EVENT OF A CONFLICT BETWEEN ANY SUCH AMENDMENT OR ADDENDUM AND THIS EULA, THE TERMS OF THE AMENDMENT OR ADDENDUM SHALL CONTROL.
RIGHTS IN THE APPLICATION ARE OFFERED ONLY ON THE CONDITION THAT YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS EULA. BY INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
The following defined terms shall have the meanings set forth below:
“EULA” shall mean this End-User License Agreement.
“Application(s)” shall mean the mobile application textlifeline™ and related application software, firmware, operating systems, drivers, and any other types of computer software programs offered to you by Provider over the Internet that are accessible by agreeing to this EULA, and may include associated media, printed materials, and online or electronic documentation.
“End User” shall mean you, individually, or a single entity, as the user of the Application(s), Any references in this EULA to “you” or “your” shall mean the End User.
“Information” shall mean any data, information, statements, or reports provided or displayed by Provider through the Application(s).
“Intellectual Property” shall mean, to the extent that any of the following are recognized anywhere in the world, intellectual property and/or proprietary rights, whether registered or unregistered, including without limitation copyrights, patent rights (including without limitation applications for patent protection), publicity rights, trade secret rights, and Trademark rights.
“Provider” shall mean Text Lifeline™, LLC or other entity that has properly authorized and licensed you to access and use the Application(s), and any third-party involved in providing the Application(s), Related Services, and Information.
“Related Services” shall mean any ancillary services performed by Provider that are necessary for the proper operation of the Application(s), including without limitation routine data or file processing, email notifications, managing returned emails, and processing payment requests.
“Trademark” shall mean any registered or otherwise protected trademarks, trade names, service marks, and any protections from trademark dilution.
SECTION 2 SCOPE OF AGREEMENT
This EULA governs the provision and use of the Application(s) and any Related Services and Information provided to you by Provider. To lawfully use the Application(s), the End User is required to read, acknowledge, and agree to the terms and conditions of this EULA by clicking the “I AGREE” button. This EULA is a legal agreement between you as the End User and the Provider of the Application(s). Provider may modify this EULA from time to time, as set forth in Section 10, below. You will be required to agree to the revised EULA to continue using the Application(s). The most recent and governing version of the EULA will be accessible through the Application(s) and can be printed for your review and permanent records.
SECTION 3 LICENSES
Grant of License. In consideration for the performance of all material obligations under this EULA, Provider hereby grants the End User, and you hereby accept, a nontransferable, nonexclusive, revocable, personal limited license to access and use the Application(s) in accordance with the terms and conditions set forth in this EULA, in a manner intended for authorized use. This license shall become effective upon accepting this EULA and remain valid during the term of this EULA, unless otherwise terminated or revoked as provided hereunder. Provider hereby reserves and retains all ownership, proprietary, or other rights not expressly granted hereunder.
Termination of License. This EULA is effective from the earlier of the date you purchase, download or use the Application, until terminated according to its terms. You and Provider may terminate this EULA, at any time, for any reason. Termination by Provider will be effective upon (a) notice to you or (b) termination of your account (if any) or (c) at the time of Provider’s to discontinue offering and/or supporting the Application. This EULA will terminate automatically if you fail to comply with any of the terms and conditions of this EULA. Upon termination for any reason, you must immediately uninstall the Application and destroy all copies of the Application in your possession.
Revocation of License. Provider reserves the right to immediately revoke any license granted hereunder if you attempt to use the Application(s) in an unauthorized manner, in a manner that is not intended by Provider, or in contravention of End User’s obligations set forth in Section 5, below.
SECTION 4 OWNERSHIP OF PROPRIETARY RIGHTS
The following property is owned by and constitutes the Intellectual Property of one or more entities defined as the Provider or provided to the End User pursuant to valid licensing agreements: the Application(s), any enhancements to the Application(s), any software or code developed to customize the Application(s) for an End User or to enable the End User to interact with the Application(s); and certain Trademarks displayed in the Application(s). All such Intellectual Property is protected by applicable copyright, patent, trademark or other intellectual property law. You acknowledge that this EULA does not convey or grant any Intellectual Property or other proprietary right to you, except for the limited licenses set forth in Section 3, above. Except as expressly authorized therein, you may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Intellectual Property in any manner (including electronic, print, or other media now known or hereafter developed) without the written consent of Provider. You hereby agree to refrain from doing or causing, directly or indirectly, any act that might impair Provider’s rights, title, or interest in any of the Intellectual Property.
SECTION 5 END USER OBLIGATIONS
Acceptable Use Policy. You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Application(s), including but not limited to the following activities: (i) creating a false identity or otherwise attempting to mislead any person as to your identity or the origin of any communication transmitted through the Application(s); (ii) using accounts, account numbers, or attempting to authorize transactions through accounts for which you do not have full authority to conduct such activities; (iii) disseminating or transmitting any materials or messages that do not pertain to the intended use of the Application(s) or that contain anything that is obscene, defamatory, harassing, offensive, or malicious; (iv) disseminating or transmitting files, graphics, software, or other material that actually or potentially infringes the Intellectual Property right of any person or entity; (v) exporting, re-exporting, or otherwise transmitting data, information, or software in violation of any applicable export or import law, regulation, or restriction; (vi) interfering with, disrupting, or attempting to gain unauthorized access to information or other accounts hosted on the Application(s); or (vii) attempting copy, modify, or reverse engineer the Application(s) without the express written permission from an authorized representative of Provider; (viii) engaging in any other activity deemed by the Provider to be in conflict with the spirit or intent of this EULA or the intended use of the Application(s). Provider hereby expressly disclaims any and all liability arising from or relating to End User’s violation of this Acceptable Use Policy.
End User Account Information. It is solely your responsibility to maintain current and accurate information for your account within the Application(s). If you fail to maintain a current and valid email address, you will not be notified when Information becomes available through the Application(s) and you will not be provided payment confirmations by email. You assume responsibility for all consequences arising from your failure to maintain accurate account information within the Application(s).
Application Access. Provider shall make the Application(s) available over the Internet to allow the End User to electronically and remotely access the Application(s). You shall provide at your own expense, all necessary telephone lines, Internet connections, equipment, software (including a compatible Web browser), and services for you to effectively access the Application(s). You are responsible for upgrading and configuring your internal systems (e.g., network or Intranet settings, Internet routing, fire walls, and Web browsers) to be and remain compatible with and optimize the performance of the Application(s). You acknowledge that the availability and performance of the Application(s) may be subject to interruption or delay due to causes beyond the reasonable control of Provider.
User Codes. Your access to the Application(s) will be controlled by a user-name and password (collectively referred to as “User Codes”), as well as the authorization approved by the Provider. The User Codes are for your personal use only, and you agree not to disclose them to any third party. You are responsible for maintaining the confidentiality of the User Codes and for establishing sufficient policies and controls and taking such actions to protect against disclosure of your User Codes. You are responsible for all statements made, acts or omissions that relate to your user account while access to the Application(s) is obtained using your User Codes, regardless of whether you authorized such use. You are responsible for any damages, losses, costs, or breaches of security incurred or caused by your failure to maintain the confidentiality of your User Codes. You agree to IMMEDIATELY notify both the Provider (using the “Contact Us” link) and your program administrator if you become aware or suspect that your User Codes have been lost, stolen, or compromised in any way, or if you become aware of possible or actual unauthorized use of the Application(s).
Payment Authorization. If you make a payment request through the Application(s), you hereby acknowledge and agree, or represent that: (i) you are a legal owner of the paying account to be debited upon payment, and you have full authority to authorize such payments; (ii) Provider is authorized to debit the paying account from time to time in accordance with your specific authorization; (iii) Provider is authorized to maintain information concerning your paying account and to process your payment requests; (iv) you will ensure that the paying account information is accurate each time a payment is requested and that there are sufficient funds in the paying account to cover such payment request; (v) any payment requests made through the Application(s) may take 3 to 5 business days or longer before the payment is posted to the payee account; (vi) you are solely responsible for submitting payment requests far enough in advance to ensure timely payment; and (vii) Provider is not liable for any penalties, overdraft charges, insufficient fund charges, or late payment charges resulting from your failure to maintain sufficient funds to cover such payment requests or delays in processing the payment request. Transmissions across the Internet can fail for various reasons and without warning. A payment request will not be considered transmitted to Provider until you receive an email confirmation of such payment request and/or online payment receipt with a unique tracking number (“Payment Confirmation”). Until you receive a Payment Confirmation, do not assume that Provider has received your payment request. Regardless of whether you receive a Payment Confirmation, your payment request will not be fulfilled if there is an inaccuracy in the Paying Account information provided by you or if there are insufficient funds available in the Paying Account. You will not be notified through the Application(s) about such payment failures and Provider will not be liable for such payment failures, including any associated fees or charges incurred by you.
Joint Accounts. If the Paying Account is a joint account (an account having more than one owner) then each joint account owner shall be bound by all terms and conditions of this EULA for purposes of payment requests made through the Application(s) that debit such joint accounts. Each joint account owner agrees that they are jointly and severally liable for all charges and other responsibilities, which may arise from use of the Application(s). You hereby warrant that you have: (i) obtained the agreement of any joint owner to be bound by the terms of this EULA; (ii) full authority to make payment requests from the joint account; and (iii) full and independent authority to exercise control over and to conduct transactions using the Application(s), as fully as if you were a sole owner, and without further consent of or notice to any other joint owner.
SECTION 6 ADVERTISING AND LINKS TO OTHER SITES
Advertisements. The Application(s) may contain advertisements or notices posted by third parties. Provider does not endorse, audit, or attest to the accuracy or suitability of such advertisements or notices. Provider hereby disclaims any responsibility or liability arising from or relating to the accuracy or content of such advertisements or notices.
SECTION 7 WARRANTIES
Ownership. Provider warrants that it has full title and ownership of the Application(s) or is providing the Application(s) pursuant to valid licenses. Provider further warrants that it has the full power and authority to grant the licenses conveyed by this EULA to End User and that the license granted to the End User and the normal use of the Application(s) will in no way constitute an infringement or other violation of any Intellectual Property of any third party.
Availability. Provider further warrants that it will use commercially reasonable efforts to maintain acceptable availability and performance of the Application(s) and minimize any interruption or degradation of performance of the Application(s); however, you hereby acknowledge that from time to time the Application(s) may be inaccessible, inoperable, or experiencing performance degradation for various reasons, including normal data or file processing, periodic maintenance of or enhancements to the Application(s), operation malfunction, and causes beyond the control of Provider. Provider makes no guarantee of the availability or performance of the Application(s).
Limitations. YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF APPLICATION(S), RELATED SERVICES, AND INFORMATION PROVIDED PURSUANT TO THIS EULA IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE APPLICATION(S), RELATED SERVICES, AND INFORMATION PROVIDED PURSUANT TO THIS EULA ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY WARRANTED ABOVE, PROVIDER AND ITS RELATED PARTIES HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF AVAILABILITY, RELIABILITY, USEFULNESS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, AND USAGE OF TRADE. PROVIDER DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety.
SECTION 8 ALLOCATION OF RISK
Limitation of Liability. IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COST OF PROCURING SUBSTITUTE SERVICES, LOST PROFITS, LOSSES, OR OTHER EXPENSES, OR DEATH, BODILY INJURY, OR PROPERTY DAMAGE), ARISING IN CONNECTION WITH THE PROVISION OR USE OF THE APPLICATION(S), RELATED SERVICES OR INFORMATION PROVIDED PURSUANT TO THIS EULA, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, OR WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. WITHOUT LIMITING THE FOREGOING, THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE UNAVAILABILITY OF THE APPLICATION(S), UNAUTHORIZED ACCESS OR PAYMENTS, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE. PROVIDER CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR COMPLETELY SECURE ACCESS TO THE APPLICATION(S). IF YOU ARE DISSATISFIED WITH APPLICATION(S), RELATED SERVICES, OR INFORMATION, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING SUCH PRODUCTS OR SERVICES. Some states/jurisdictions do not allow the exclusion or limitation of incidental, consequential, product liability, or certain direct damages, so some of the above limitation or exclusion may not apply to you.
Reliance on Limitations. End User acknowledges that Provider has set its prices and entered into this EULA in reliance upon the limitations and disclaimers of liability, damages, and warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability and disclaimers specified in this EULA will survive and apply even if found to have failed their essential purpose.
SECTION 9 PRIVACY AND CONFIDENTIALITY OF INFORMATION
SECTION 10 GENERAL TERMS AND CONDITIONS
Term and Termination. Either party may terminate this EULA without advance notice. Provider may discontinue or change the Application(s), Related Services, Information, or their availability to you, at any time or for any reason, with or without notice. If you breach any of the terms of this EULA, your authorization to access and use the Application(s) will automatically terminate absent Provider’s written waiver of such breach.
Governing Law and Jurisdiction. You and Provider agree that all matters arising from or relating to the Provider’s provision of the Application(s), Related Services, Information, and your access to and use thereof, shall be governed by the laws of the State of Idaho and the United States, without regard to conflict of laws principles. You and Provider agree to submit to the exclusive personal jurisdiction and venue of the appropriate state or federal court located in Boise, Idaho, USA with respect to all such matters. This EULA shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this EULA. In the event either party shall commence an action to enforce any provision or violation of this EULA, the prevailing party in such action shall be entitled to receive from the other party, in addition to damages, equitable or other relief, all costs and expenses incurred, including reasonable attorney’s fees and the fees and costs of expert witnesses.
Assignment. The EULA shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. You may not assign this EULA or your rights or obligations hereunder without the prior written permission of Provider. Provider may assign, at its sole discretion, the EULA or any of its rights or obligations hereunder without notice to End User.
Export Controls. The Application is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States and foreign agency or authority relating to the Application and Your use of the Application. The Application may not be re-exported, downloaded or otherwise exported to, or installed by a national or resident of, any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
Modification. Provider, in its sole discretion, may make reasonable modifications to the terms and conditions of this EULA to address changes or enhancements to the Application(s) or Related Service or to address changes in applicable law. If this EULA is modified, you will have the opportunity to review the revised EULA and decide whether to agree to the terms. You will be required to agree to the revised EULA to continue using the Application(s). The most recent and governing version of the EULA will be accessible through the Application(s) and can be printed for your review and permanent records. No modification or amendment of any provision of this EULA shall be effective against Provider unless the same is in writing and signed by an authorized official of Provider.
Waiver. A party’s failure to exercise any right, power, or remedy under this EULA shall not operate as a waiver of a continuing breach or a similar breach in the future. All rights and remedies provided under this EULA are cumulative and not exclusive of any other rights or remedies which are otherwise available at law or equity.
Severability. If any provision of this EULA is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of the obligations imposed by such provision, but only to the extent that such provision is illegal, unenforceable, or void. The remaining terms and provisions of this EULA shall continue in full force and effect.
Notices. All notifications to Provider pertaining to this EULA or the provision or use of the Application(s) shall be communicated through the “Contact Us” link in the Application(s) with the phrase “EULA LEGAL NOTICE” in the subject line. All notifications to the End User shall be communicated using the email address on record in the Application(s). End User shall be responsible for maintaining accurate email contact information in the Application(s).
Headings. The headings referred to or used in this EULA are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.
No Third-Party Beneficiaries. This EULA is solely for the benefit of the parties hereto, and except as aforesaid, this Agreement shall not confer any claim, remedy, or right upon any person not a party to this Agreement.
Survival. To the extent applicable, the provisions of this EULA relating to the following rights or obligations shall survive the termination, cancellation, expiration, and/or rescission of this Agreement: Section 4 (Ownership of Proprietary Rights), Section 6 (Advertising and Links to Other Sites), Section 7 (Warranties), Section 8 (Allocation of Risk), Section 9 (Privacy & Confidentiality of Information), and any provision that: (i) expressly states its survival, (ii) is necessary for the enforcement of this EULA, including Governing Law and Jurisdiction, (iii) is necessary to interpret surviving provisions, or (iv) provides for a remedy available under this EULA.
Entire Agreement. This EULA represents the complete and exclusive statement of the agreement and understanding between you and Provider regarding your rights to access and use the Application(s) and the provision of Related Services and Information. This EULA supersedes all prior and contemporaneous agreements and representations regarding such subject matters, including any verbal representations or agreements that may have been reached.
BY CLICKING “I AGREE” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS END-USER LICENSE AGREEMENT AND EXPRESSLY AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL SUCH TERMS AND CONDITIONS, DO NOT ATTEMPT TO ACCESS OR USE THE APPLICATION(S).
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