CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS WITHIN THIS LICENSE AGREEMENT. BY INSTALLING OR USING THE CLEANEARTHAPPS SOFTWARE, YOU INDICATE THE ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE CLEANEARTHAPPS SOFTWARE.
This CleanEarthApps End-User License Agreement (“Agreement”) is made by and between CleanEarthApps, LLC, (“CleanEarthApps”), and You (either an individual or a legal entity that you represent as an authorized employee or agent), together indicated as the “Parties”. Therefore, the Parties agree as follows:
- Grant of License. By clicking on the “Accept” button accompanying this Agreement or by using the CleanEarthApps Software and any accompanying proprietary documentation made available by CleanEarthApps to You for use with the CleanEarthApps Software (the “Documentation”) accompanying this Agreement (the “Product”), You shall be deemed to have accepted and agreed to be bound by the terms and conditions of this Agreement and for the term of the Agreement, CleanEarthApps shall be deemed to have granted to You a non-exclusive, revocable, non-sublicensable, limited license to install, use, and operate the CleanEarthApps Software on an iOS product (the “License”). In accordance with the Agreement and the License:
- You may use the CleanEarthApps Software on an iOS Product that You own or control as permitted by the Usage Rules set forth in the App Store Terms of Service.
- You shall use the Product and information obtained from the use thereof in a manner that complies with all applicable laws, rules and regulations.
- Fees. You hereby agree to pay the appropriate license fees as set by the App Store or the VPP/B2B Program Site.
- Support. CleanEarthApps provides support for this product.
Please see the FAQ section of your app for support information.
- Term. This Agreement and the License is made effective upon clicking on the “Accept” button accompanying this Agreement or by using the Product accompanying this Agreement, and remains in effect until terminated by You or CleanEarthApps. You may terminate this Agreement and the License at any time by removing the CleanEarthApps Software from your device. CleanEarthApps may terminate this Agreement at any time with written notice to You, which may include electronic mail. This Agreement and the License will terminate immediately without notice from CleanEarthApps if You fail to comply with any provision of this Agreement or the License granted herein. Upon termination You must remove the CleanEarthApps Software from your device.
- Intellectual Property. The Product and all intellectual property rights in the Product are, and shall remain, the property of CleanEarthApps (and its wholly owned subsidiaries). All rights in and to the Product not expressly granted to You in this Agreement are hereby expressly reserved and retained by CleanEarthApps without restriction, including, without limitation, CleanEarthApps’s (or its wholly owned subsidiaries’) right to sole ownership of the CleanEarthApps Software and the Documentation. Without limiting the generality of the foregoing, You agree to not (and to not allow any third party to): (a) sublicense, distribute, or use the Product outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the CleanEarthApp Software or otherwise attempt to discover any source code or trade secrets related to the Product; (c) use the trade names, trademarks, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Product for any purpose without the express written consent of CleanEarthApps; (d) register, attempt to register, or assist anyone else to register any trade names, trademarks, service marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with CleanEarthApps (or its wholly owned subsidiaries) other than in the name of CleanEarthApps (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, service mark, logo or other proprietary right appearing in or on any item included with the Product.
- Government Users. If You are acquiring the Product on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees the Product and documentation were developed primarily at private expense and are provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, (June 1987) or FAR 52.227-14(ALT III) (June 1987), as amended from time to time. In the event that this Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Rights provisions, the minimum rights shall prevail.
- Additional Licenses. The CleanEarthApps Software may redistribute open source binaries that would be protected and covered under their own agreements.
By using the binaries or the CleanEarthApps Software, you are bound by those additional agreements. CLEANEARTHAPPS AND ITS WHOLLY OWNED SUBSIDIARIES ARE NOT LIABLE FOR THE USE OF THE OPEN SOURCE BINARIES. Use of the CleanEarthApps Software with an operating system may require additional licenses from the operating system vendor. Use of the CleanEarthApps Software with any modules, add-ons, or programs developed by a third party may require additional licenses from the third party.
9. You represent and warrant that (i) You are not located in a 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; and (ii) You are not listed on any U.S. Government list of prohibited or
10. Disclaimer of Warranty. THE PRODUCT IS LICENSED TO YOU “AS IS”. NO WARRANTY,
REPRESENTATION, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE PRODUCT IS GIVEN
OR ASSUMED BY CLEANEARTHAPPS, ITS WHOLLY OWNED SUBSIDIARIES, ITS LICENSORS, OR ITS
AGENTS, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND
TERMS ARE HEREBY EXCLUDED.
11. Limitation of Liability. YOU AGREE THAT CLEANEARTHAPPS’S (AND ITS WHOLLY OWNED
SUBSIDIARIES) TOTAL AGGREGATE LIABILITY HEREUNDER FOR DIRECT DAMAGES
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION, WHETHER BASED IN CONTRACT, EQUITY, TORT, WARRANTY, OR
OTHER FORM OF ACTION, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
EXCEPT FOR BREACHES OF INTELLECTUAL PROPERTY AND AMOUNTS PAYABLE TO
THIRD PARTIES UNDER INDEMNITY OBLIGATIONS UNDER SECTION 10, NEITHER
CLEANEARTHAPPS (AND ITS WHOLLY OWNED SUBSIDIARIES) NOR YOU SHALL UNDER
ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, FOR CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, MULTIPLE, INCIDENTAL OR SPECIAL DAMAGES, (INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERUPTION, OR
LOSS OF BUSINESS INFORMATION), EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE
LIKELIHOOD OF SUCH DAMAGES OCCURRING. BECAUSE SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT
12. Limitation of Liability (Third Parties). To the extent permitted by your local law, you agree to be liable up to either the maximum level of your insurance coverage (if you hold insurance coverage) or the monetary amount permitted by law within the locality in which the software is installed, for any third-party claim arising from or in any way related to (i) your breach of any term or condition of this Agreement (ii) your use of the Product, (iii) violations of applicable laws, rules or regulations in connection with the Product, or (iv) your Brand Features, including any liability or expense, arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature, including any claims that any products released by CleanEarthApps is incompatible with the Product provided hereunder. In such a case, CleanEarthApps will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. CleanEarthApps reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which You are liable for under this clause. 12. Controlling Law and Severability. This Agreement shall be governed by and construed under the laws of the state of Nebraska without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Nebraska law, rules, and regulations, California law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Lancaster County, Nebraska. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Urchin Software is controlled by U.S. Export Regulations, and it may be not be used by embargoed countries or individuals.
13. Complete Agreement. This Agreement constitutes the entire agreement between You and CleanEarthApps with respect to the use of the Product, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of CleanEarthApps (ii) You accept updated terms online, or (iii) You continue to use the Product after terms have been updated by CleanEarthApps.
14. Miscellaneous. Any notices to CleanEarthApps must be sent to: CleanEarthApps, LLc, 4305 South 63rd Street, Lincoln, Nebraska 68516, USA, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. You may not assign or otherwise transfer any of your rights or obligations hereunder without CleanEarthApps’s prior written consent, and any such attempt is void. The relationship between CleanEarthApps and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.