Last Updated: December 1, 2023.
1. LICENSE GRANT AND USE
a. Company grants to You a nonexclusive, non‑transferable license to access the Software via your Mobile Device and use the machine-readable version of Software, as may be updated from time to time without notice by Licensor at Licensor’s sole discretion ("Licensed Software"), user manuals and technical materials viewable and printable through Licensor’s website (the "Documentation”). The Licensed Software and Documentation are collectively called the "System.”
b. You acknowledge that You have no ownership, rights, title or other interest in the Software apart from that granted hereunder. All rights, title, and interest including, but not limited to, intellectual property interests, in and to the System are the exclusive property of Licensor, and this Agreement shall not be deemed a transfer of title or ownership in any respect.
c. You acknowledge that the license granted hereunder is terminable at will by Company in its sole and absolute discretion. Termination of the Agreement revokes Your license and ends Your rights. In case of such termination, You will immediately cease use of the System. The terms that by their sense and context are intended to survive performance by either or both parties shall so survive the performance and termination of the Agreement, including without limitation those terms relating to warranty limitations, limitation of liability, remedies or damages, or Company’s proprietary rights.
d. You acknowledge that the Licensed Software may include software provided by third parties ("Third Party Software") and the licensor of any Third Party Software embedded in the Licensed Software has a proprietary interest in such software.
e. You may view and download a single copy of the Documentation solely for Your personal, non-commercial use. You will not otherwise, in whole or in part, sublicense, copy, rent, loan, transfer, modify, enhance, prepare derivatives of, decompile, or reverse engineer any portion of the System.
f. If any modifications, enhancements, improvements or alterations to the Software are or have been made by Company, You or any non-party, either singly or in combination, all such modifications, enhancements, improvements or alterations shall belong exclusively to Company. You agree to assign to Company any ownership or other right, title and interest in or to any such improvements, enhancements, modifications or alterations and to execute any documents to facilitate said assignment that are requested of it by Company.
g. Your rights hereunder may not be assigned, sold, transferred, pledged or encumbered in any way. You may not sell, sublicense or rent Software to any third-party. Company may assign this Agreement.
2. MAINTENANCE. Company shall have no obligation to support or maintain Software.
3. CONSULTING AND TRAINING. Consulting and training services are not provided under this Agreement.
4. PROPRIETARY RIGHTS. You acknowledge that System is a proprietary asset of Company.
5. WARRANTIES. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AS TO THE PERFORMANCE OR FUNCTIONALITY OF THE SOFTWARE. THE LICENSE OF SAID SOFTWARE HEREUNDER IS STRICTLY ON AN “AS-IS” BASIS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED, OR STATUTORY.
6. LIMITATION OF LIABILITY. YOU WAIVE AND RELEASE ANY CAUSES OF ACTION, BOTH AT LAW OR IN EQUITY, AND/OR ANY REMEDIES YOU MIGHT CURRENTLY HAVE OR HEREAFTER ACQUIRE AGAINST COMPANY, OR ITS RELATED BUSINESSES, SUPPLIERS, AGENTS, OR REPRESENTATIVES ARISING EITHER HEREUNDER OR FROM YOUR PRIOR USE OF THE SOFTWARE. IN NO EVENT, SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, OR FOR SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND EACH PARTY COVENANTS NOT TO SEEK SUCH DAMAGES WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7. EXPORT CONTROL. The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the System or any portion thereof to countries or persons prohibited under the export control laws. By downloading the System, you are agreeing that you are not in a country where such export is prohibited and that you are not on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury Department's list of Specially Designated Nationals. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the System.
9. GOVERNING LAW
The United Nations Convention on the International Sale of Goods is explicitly excluded from this Agreement.
For US Users: This Agreement and any action related thereto or related to the Software shall be governed, controlled, interpreted, and defined by and under the laws in effect in the State of Colorado, without regard to conflicts of law principles. Venue for any action, claim, or proceeding pertaining to this Agreement shall be the State of Colorado and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of such action.
For Canadian Users: This Agreement and any action related thereto or related to the Software shall be governed, controlled, interpreted, and defined by and under the laws in effect in Your Province and the federal laws applicable therein without giving effect to any principles of conflict laws. You agree that any action at law or in equity out of or relating to this Agreement or the Software will be filled only in a court located in Your Province, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of such action.
10. ENTIRE AGREEMENT. This represents the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings between the parties, whether oral or written, with respect to this subject matter. Notwithstanding the foregoing, the Terms and Conditions of Company’s website are incorporated herein by reference and are made part of this Agreement. You acknowledge that such Terms and Conditions may be changed at any time without notice by Company, and that such changes to the Terms and Conditions shall be binding upon You.