LICENSED APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)
This software (the “Licensed Application”) is made available to you for use solely under the terms and conditions of this Agreement. By downloading or using the Licensed Application, you agree to, accept, and assent to the terms of this Agreement, which forms a binding contract between you (“You” or “Your”) and the developer and owner of all rights in the Licensed Application, Workbox Software LLC (“Workbox Software”), having a business address of 1231 Lafayette Avenue, 2nd Floor, New York, NY 10474. If You do not agree with the terms of this Agreement, You may not use the Licensed Application and should delete Your copy of such Licensed Application. Workbox Software reserves all rights not expressly granted to You under this Agreement.
a. Scope of License: Subject to the terms of this Agreement, Workbox Software hereby grants to You a limited, non-transferable license to use the Licensed Application on any iPad, iPhone, or iPod Touch (each, a “Mobile Device”) that You own or control and as permitted by the Usage Rules set forth in Section 9.b. of the Apple App Store Terms and Conditions (the “Usage Rules”). This license does not allow You to use the Licensed Application on any Mobile Device that You do not own or control, nor any device other than an authorized Mobile Device, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of Workbox Software and/or its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Workbox Software that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. You understand and agree that Workbox Software may, at its sole discretion, modify this Agreement at any time without prior notice. You may access a current, effective copy of this End User License Agreement at any time by accessing the “Settings/General” portion of the Licensed Application. Any changes to the Agreement will become effective immediately upon: (i) publication at the Workbox Software website or Licensed Application, (ii) notification to You made through the Licensed Application, or (iii) Your acceptance of the modified terms by downloading a new version of the Licensed Application or by clicking “accept” when prompted after notification to You of a change in the Agreement made through the Licensed Application. If any change to this Agreement is not acceptable to You, Your sole remedy is to terminate Your use of the Licensed Application and any other rights under this Agreement. Any use of the Licensed Application after such publication shall, without limitation, constitute acceptance by You of such revised Agreement. It is your responsibility to check periodically for any changes we make to this agreement.
b. 1) Consent to Use of Data: You agree that Workbox Software may collect and use data and related information, including but not limited to technical information about Your Mobile Device, transaction volumes, system and application software, and peripherals, that is gathered periodically to: (i) facilitate the provision of software updates, product support, and other services to You (if any) related to the Licensed Application, or (ii) improve its products or services.
2) Storage of Data: You agree that, except as set forth in subsection b.1) above, Workbox Software does not retain, maintain, secure or backup any data You may provide to or enter into the Licensed Application, and that You are solely responsible for the retention, maintenance, security and backup of such data. Workbox Software assumes no risk whatsoever in connection with any data submitted by You to Workbox Software.
c. Termination. The Agreement is effective until terminated by You or Workbox Software. Your rights under this Agreement will terminate automatically without notice from Workbox Software if You fail to comply with any term(s) of this Agreement. Upon termination of the Agreement, You shall cease all use of the Licensed Application, and delete and destroy all copies, full or partial, of the Licensed Application.
d. Services; Third Party Materials. The Licensed Application may enable access to Workbox Software’s and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that Workbox Software shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that Workbox Software is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Workbox Software does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties, including in the event that failure of such third-party Services or Materials interferes with, inhibits, or prevents temporarily Your use of the Licensed Application. Third Party Materials and links to other web sites are provided solely as a convenience to You. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, You should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Workbox Software, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.
You agree that any Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Workbox Software is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the Mobile Device are not available in all languages or in all countries. Workbox Software makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Workbox Software, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Workbox Software be liable for the removal of or disabling of access to any such Services. Workbox Software may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
The Licensed Application incorporates or is accompanied by certain open source software that is identified in the Licensed Application (the “Open Source Software”). License terms applicable to the Open Source Software are also identified in the Licensed Application and You hereby agree that Your right to use the Licensed Application under this Agreement is subject to Your compliance with such license terms.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WORKBOX SOFTWARE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WORKBOX SOFTWARE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WORKBOX SOFTWARE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED 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.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WORKBOX SOFTWARE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WORKBOX SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Workbox Software’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
h. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
i. Fees: The Licensed Application is provided to You with a free trial subscription lasting 90 days after the download of the Licensed Application (the “Trial Period”). During the Trial Period, You are permitted to use the Licensed Application without a limit on the number of Your clients entered into the Licensed Application and You have access to certain other features or functions, as described from time to time on the “Free vs. Premium Comparison Chart” located under the “Settings/General” portion of the Licensed Application, or as may be described in the Apple App Store and/or the Workbox Software website from time to time (the “Premium Features”). At the end of the Trial Period, Your access to and ability to use the Premium Features shall require the purchase of a monthly or yearly non-renewing subscription through Apple’s In-App purchasing system, for a fee specified in the Licensed Application. You may continue to use the Licensed Application to view existing data but may not add additional clients or transactions without purchasing or continuing to purchase such Premium Features, provided that You comply with the terms and conditions of this Agreement.
j. Choice of Law and Jurisdiction: The laws of the State of New York, excluding its conflicts of law rules, govern this Agreement and Your use of the Licensed Application. You hereby consent to the exclusive jurisdiction of the state courts for New York in connection with any action brought by Workbox Software and arising out of or relating to this Agreement or, at the option of Workbox Software, the federal courts for New York. You agree that venue is proper in and waive any objection that You may now or in the future have to any action being brought in any of these courts, and agree not to plead or claim that any action brought in any of these courts has been brought in an inconvenient forum.
k. Dispute Resolution. Any dispute raised by You under this Agreement shall be resolved by arbitration before one arbitrator and in accordance with the then prevailing rules of the American Arbitration Association. Arbitration shall take place in New York, New York. Judgment upon an award of the arbitrator may be entered in any court of competent jurisdiction and shall be binding only upon those parties who received notice of and were parties to the arbitration proceeding. Such award shall be the exclusive remedy to You.
l. Trademarks. WORKBOX, WORKBOX SOFTWARE, and any associated logos are trademarks of Workbox Software LLC and may not be used in any manner without the explicit written consent of Workbox Software LLC.
m. Apple, Inc. This Agreement is solely between You and Workbox Software LLC. Apple, Inc. is neither a party hereto nor responsible for any obligations hereunder, including but not limited to any applicable maintenance, support, warranty, or other obligations that may arise hereunder or under operation of law. You and Workbox Software acknowledge that Apple, Inc. has no responsibility whatsoever for claims arising under this Agreement, including but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation, or (iv) any claim relating to the alleged infringement of any third party’s intellectual property. The parties hereto agree and acknowledge that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions hereof, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary hereof.
n. Notice and Communication. Any questions, complaints, or claims regarding the Licensed Application or this Agreement should be directed by e-mail to email@example.com.