END USER LICENSE AGREEMENT
1. Introduction
This Agreement is between Triaxiom, LLC, a company based in the United States, Mesa, AZ (“we”, “us”, “our”), and you, the user (“End User”, “you”, “your”, etc.). Please read this entire agreement (“Agreement”), which governs your use of the Platform as defined in our Terms and Conditions. This Agreement is hereby, through this reference, construed as a part of our Terms. In the event of any conflict between the terms of this EULA and our Terms and Conditions, the provisions of the Terms and Conditions shall prevail.
This Agreement may be periodically updated, and your continued use of the Platform after we notify you of such updates constitutes your acceptance of its terms. If you do not accept the updated terms as may be posted by us from time to time, your access to the Platform shall be terminated immediately.
By using the Platform, you understand that you will adhere to the terms of this Agreement and Terms and all other operating rules, policies, and procedures that may be issued periodically on the Platform by us, each of which is incorporated by reference periodically by us.
By clicking “I Agree” or by installing, copying, or otherwise using the Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions. If you do not agree to the terms of this EULA, do not install or use the Software.
2. DEFINED TERMS
2.1 “Account” means your user account created by you through the Platform.
2.2 “Agreement” means this End User License Agreement
2.3 “Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, graphic design, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works, mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
2.4 “Platform” means the Kept App mobile app, website, mobile website, APIs, and other tools otherwise connected thereto “Software” and as defined in our Terms and Conditions. “Platform” includes related services, the accompanying manual(s), and other written files, electronic or online materials or documentation, and any and all copies of such Platform and its materials.
2.5 “Customer Data” shall mean the data and information provided by you to Kept App through your use of the Platform.
2.6 “Third Party Services” The Platform may display, include, or make available third-party content, including data, information, applications, and other products and services. The Platform may also include links to third-party websites.
2.7 “Updates” means including without limits all contents of files in any media with which this Agreement is provided, all successor upgrades, revisions, patches, enhancements, fixes, modifications, copies, additions, or maintenance releases of the Platform, licensed to you by us.
“User Generated Content” means including, without limits, all data generated by you through your inputs or via Platform usage governed by our Terms and Conditions, Community Guidelines, and our Terms.
3. Binding Legal Agreement
This Agreement creates a binding legal agreement between you and us with respect to the Platform and Updates (unless an Update is given by a separate license, in which case the terms of that license will govern) you install. By signing or providing your consent and agreeing to the terms of this Agreement, you also agree to adhere to all our Terms available for your perusal on our website at https://staging13.keptpromises.com/.
4. ELIGIBILITY
In order to execute this Agreement, requisite eligibility necessitates attainment of majority, specifically, reaching the age of 18 as recognized by applicable law. You should be legally and financially responsible for all actions using or accessing the Platform, including the actions of anyone you allow to access your Account. You hereby affirm that you have reached the legal age of majority, understand, and accept this Agreement.
5. LICENSE GRANT
In consideration of payment of requisite fees (or without payment), as may be set out on the Platform or conveyed to you otherwise, and subject to any system requirements, the Platform is solely licensed to you, not sold, and you hereby acknowledge and agree that no title or ownership in the Platform is being transferred or assigned and, this Agreement should not be construed as a sale of any rights in the Platform. After the authorized release date, we grant you a limited, non-exclusive, non-transferable license to use the Platform for personal use. Any rights that are not explicitly granted to you are reserved by us, including the Intellectual Property Rights in the Platform. We retain the right to audit your use of the Platform and verify compliance with our terms and conditions. You hereby agree to cooperate with our audit and provide reasonable assistance and access to information.
6. License Limitations
The license granted under this Agreement is subject to limitations. You hereby, through this reference, specifically agree not to:
6.1 distribute, rent, lease, convert into convertible currency, sublicense, or otherwise transfer or assign the Platform, or make it available on a network to other users without our express prior written consent or as expressly set forth in this Agreement;
6.2 modify, adapt, translate, reverse engineer, decompile, or disassemble the Platform;
6.3 create derivative works from the Platform;
6.4 remove or modify any proprietary notices, marks, or labels contained on or within the Platform;
6.5 copy, publicly perform, or broadcast the Platform in an unauthorized manner;
6.6 disable any feature which limits the use of the Platform services;
6.7 use, exploit any part of the Platform to provide commercial services to third parties;
6.8 violate our Agreement for any online features of the Platform;
6.9 use the Platform in a manner which, in our sole discretion, interferes with the Platform’s ability to offer its services; or
Send, provide, distribute, transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Platform by any applicable export laws or regulations or economic sanctions or otherwise violate any laws or regulations, which may be amended from time to time.
7. Ownership
All title, ownership rights, and Intellectual Property Rights in and to the Platform are owned by us, our affiliates, licensors, etc. The Platform is protected by the applicable copyright act, international copyright treaties, conventions, and other laws. The Platform may contain certain licensed materials, and our licensors may protect their rights in the event of any violation of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT STORED OR HOSTED ON OUR SYSTEMS. WE MAY SUSPEND, TERMINATE, MODIFY, OR DELETE ANY OF THESE ACCOUNTS AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU, IF YOU ARE FOUND IN VIOLATION OF OUR TERMS AND POLICIES.
8. Restrictions
You understand and agree that you shall only use the Software in a manner that complies with any and all applicable laws in the jurisdictions in which you use the Software. Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.
8.1 You may not:
8.1.1 Use the Software for any purpose other than as described herein;
8.1.2 Copy or reproduce the Software except as described in this EULA;
8.1.3 Sell, assign, license, disclose, distribute, or otherwise transfer or make available the Software or any copies of the Software in any form to any third parties;
8.1.4 Alter, translate, decompile, reverse assemble, or reverse engineer the Software, or attempt to do any of the foregoing, except to the extent this prohibition is not permitted under applicable law; or
8.1.5 Remove or alter any proprietary notices or marks on the Software.
9. THIRD-PARTY SERVICES
The Platform may provide you with links to other services or resources on the Internet, including Third-Party Services. Other websites, services, or resources may contain links to the Platform. When you access Third Party Services on the Platform, you shall do so at your own risk. These Third-Party Services are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness, or any other aspect of such Third-Party Services. The inclusion of any such link shall not imply our endorsement or any association in any way between their operators and us. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such Third-Party Services.
10. Customer Data; Data Protection
You own all rights, title, and interest in and to Customer Data and shall have sole responsibility and liability for (i) the legality, appropriateness, and integrity of Customer Data; (ii) the completeness, reliability, accuracy, and quality of Customer Data; (iii) obtaining and maintaining all necessary licenses and consents required to use Customer Data, if any; and (iv) Your entering of Customer Data into the Software. You acknowledge that (i) We will not be held responsible in any way for any proprietary right or other rights’ infringement or violation or the violation of any applicable laws arising or relating to such Customer Data and/or communications; and (ii) that any personal data contained in Customer Data has been collected and is maintained in compliance with applicable data protection laws.
11. Privacy; Information collection and usage
By using the Platform, you agree to the collection, retention, processing, and use of your information under the Privacy Policy, which can be used to uniquely identify you for the purpose of providing the services. By using the Platform, you consent to the information collection and usage terms set forth in this section and our Privacy Policy, including (where applicable) (i) the transfer of any personal information and other information to us, our affiliates, vendors, and business partners, and to certain other third parties, such as governmental authorities, in the United States; (ii) other uses and disclosures of your personal information or other information as specified in the above-referenced Privacy Policy, as amended from time to time. If you do not want your information used or shared in this manner, then you should not use the Platform. We intend to protect your information from being intercepted, accessed, used, or disclosed by unauthorized persons. Your information may also be accessible to third parties during the usage of the Platform, but within limitations, and we will not transfer or submit your personal information to third parties such as your username or password. We will not be responsible if your confidential information becomes accessible to the third parties that you transfer directly to third parties during the usage of the Platform. We will not be liable if your data, process, documents, etc., are partly or fully distorted or lost, and it is your own discretion to prevent access to your device for any misuse.
12. Disclaimer
The use of the Platform is done at your own discretion and risk and with the agreement that you will be solely responsible for any damage or financial loss that results from such activities. No advice or information, whether oral or written, obtained by you from the Platform or us shall create any warranty for the Platform. The material contained in the Platform or provided by the Platform is for informational purposes only.
13. Warranty Disclaimer
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KEPT APP DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
14. Limitation of Liability
IN NO EVENT WILL KEPT APP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF KEPT APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KEPT APP ‘S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
15. TERMINATION
This Agreement may be terminated by either you or us. This Agreement shall terminate automatically if and when we cease to operate our Platform servers. We may also terminate this Agreement if we find that you are using the Platform for illegal activities. You can terminate this Agreement by (i) requesting us to terminate and delete your Account in use to access or use the Platform or (ii) destroying and/or deleting any and all copies of all Platform in your possession, custody, or control. In the event that we terminate this Agreement. If you request the deletion of your Account, or if we delete your Account because you violated our terms and conditions. Your rights to use the Platform and your Account will terminate immediately, and you must cease all use of the Platform upon the termination of this Agreement. The termination of this Agreement will not affect our rights or your obligations arising under this Agreement.
