TOS

Terms of Service

This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Owwll, LLC (“Company”). This Agreement governs your use of the Owwll application (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY DOWNLOADING AND/OR USING THE APPLICATION, YOU (A) YOU ARE OVER 18 YEARS OLD; (B) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;  (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

  • License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Application for your personal use on one or more mobile devices owned or otherwise controlled by you (each a “Mobile Device”) strictly in accordance with the Application’s documentation.
  • License Restrictions. Licensee shall not:
    • copy the Application, except as expressly permitted by this license;
    • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
    • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
    • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; or
    • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
    • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or
    • use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
  • Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  • Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, Company may use automatic means to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, including personally identifiable information (“PII”) such as contact information which may be provided by you or on your behalf. You also authorize Company to disclose all information, including PII, provided to the Application by you to Company’s customers as prompted by and necessary for your use of the Application. Company shall not be liable for the accuracy of the information provided to the Application by you, nor shall Company be liable for the results or consequences arising from the collection or use by Company or its customers of such information. Company shall not be liable for its customers’ use of your information.
  • In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Owwll App Privacy Policy. All information collected by Company through the Application, or provided by you is subject to this Section 5.
    • Accessing and Correcting Your Personal Information.
      • You can review and change your personal information by logging into the Application and visiting your account profile page.
      • You may also send us an email at feedback@Owwll.com. to request access to, correct, or delete any personal information that you have provided to Company. The Company cannot delete your personal information except by also deleting your user account. Company may not accommodate a request to change information if Company believes the change would violate any law or legal requirement or cause the information to be incorrect.
    • Access and Use of The Service
      • Service Description: the service is available through a mobile app. The service is designed to allow you to be registered as an expert or a advice seeker and use in-app call feature to seek or provide advice in real time.
      • Your registration obligation: You are required to register with Application in order to access and use certain features of the service. If you choose to register for the service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the service’s registration/ form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 18 years old to use the Service.
      • From time to time, Company can enable gated access upon registration, in which case Company will review provided information and decide to allow or deny registration for the service. If registration is denied, you are obligated to abide by Company decision and remove the application from your mobile device. You can request decision details and appeal your request by contacting feedback@Owwll.com.
      • Member Account, Password and Security: You are responsible for maintaining the confidentiality of your passcode and account, if any, and are fully responsible for all activities that occur under your passcode or account. You agree to (a) immediately notify the Company of any unauthorized use of your passcode or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Company will not be liable for any loss or damage arising from your failure to comply with this Section.
      • Modifications to Service: The Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
      • The Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
        • the Application will automatically download and install all available Updates; or
        • you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
    • Conditions of Use
      • User Conduct: You are solely responsible for all referral code, video, images, information, data, text, photographs, or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Company. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
        • engage in any conversation or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer/mobile software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may Company or its users to any harm or liability of any type;
        • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
        • violate any applicable local, state, national or international law, or any regulations having the force of law;
        • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
        • solicit personal information from anyone under the age of 18;
        • harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
        • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
        • promote or aid in the building of a competitive product or service, copy the Service’s features or user interface, or solicit users or customers from the Service;
        • further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
        • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
      • You may cancel or discontinue your registration and revoke your authorization for Service payments by notifying us at feedback@Owwll.com. We do not offer any refunds, but if you dispute any refunds, you must let Company know within ten (10) days after the cancellation. If approved, Company reserves the right to charge any additional fee arising from refund processing.
      • User Accounts: Upon successful registration, a User Account (“Account”) is created in the Application for you to manage available funds. The Application makes sure that these funds can be utilized to seek advice using the call feature. By agreeing to these terms, you hereby authorize the Application to deduct or move funds from your Account to the Expert user Account. The application maintains following fund sources within your Account:
        • Deposits (by external source: Credit Card)
        • Bonuses
        • Referral Earnings (Brand Ambassador only)
        • Call Earnings (Experts/Owwll only)
      • Requesting an Advice: If you agree to pay or seek to pay fees for any User Transaction, you agree that you are responsible for: (i) providing users disclosures required by applicable laws, including without limitation, (ii) ensuring that you have accurately and fairly described and presented the topic or feature for which you are seeking advice, and the terms and conditions thereof, and further ensuring that you do not engage in unfair, deceptive, or abusive acts or practices (“UDAAP”); (ii) ensuring that you are not conducting or enabling any activities our Payment Processor (as defined below) has identified as a restricted business or activity in the list made available at https://stripe.com/restricted-businesses (collectively, “Restricted Businesses”); and (iii) determining, paying, and withholding all applicable Taxes (as set forth below). If you agree to pay a fee or payment to another User through the Service, it is your responsibility to obtain that User’s consent for providing that advice in compliance with these Terms of Service, the Stripe Agreements, all applicable laws, and the requirements of any payment network that facilitates the transaction.
      • Adding to Deposits: To the extent an advisory call feature on the Service is made available by Advisor for any fee, you will be required to have sufficient funds in your Account including Deposits. In order to do that you need to select and provide information regarding your credit card or other payment instrument that we may accept (“Payment Instrument”) to our Payment Processor (as defined below). We may require you to use a Payment Instrument that is issued by a U.S. financial institution and to make all payments in U.S. dollars, and we or Payment Processor may change the type of Payment Instruments that we accept for payment from time to time. You represent and warrant that the information you provide about your Payment Instrument is complete and true, and that you are authorized to use the Payment Instrument for each transaction that you request. By providing us or our Payment Processor with your Payment Instrument information, and authorizing a transaction through the Service, you authorize Company or our Payment Processor to charge your Payment Instrument for the full amount of the transaction (excluding any Payment Processor fee), and to debit or credit your Payment Instrument as necessary to correct any errors. Should the transaction be successful, it will appear in your Service account (“Account”) for use within the Application for making calls. Should the transaction fail, you may retry the transaction, unless prohibited by applicable law. We reserve the right to reject any transaction or your use of any Payment Instrument for any reason not prohibited by law, and neither we nor Payment Processor will bear any liability for our inability or refusal to process any transaction. If any of the information you provide us or our Payment Processor about your Payment Instrument becomes inaccurate, or your Payment Instrument expires, you will promptly update your account information with any changes to your Payment Instrument information (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay the amount that is specified in the service fee you select in accordance with this Terms of Service.
      • Fund Utilization: To the extent an advisory call feature on the Service is made available by Advisor for any fee, you will be required to have sufficient funds in your Account including all sources (as mentioned above). The deduction from source for call service is spread across the sources in following order:
        • Bonus
        • Deposits
        • Referral Earning
        • Call Earning
      • By accepting these terms, you agree that Company reserves the right to change or modify the order of fund source utilization.
      • User Transactions: As an expert (Owwll), the Service allows you to charge a reasonable fee for providing advisory service to seekers (Owlets) for specified duration of live call, or otherwise transact, with other users on Application (“User Transaction”).
      • Earnings: As an Expert (Owwll) any User Transaction can result in your earnings which are categorized by Application as:
        • Call Earning: The earnings made by expert User providing advisory service calls to advice seeker Users through the Application call feature.
        • Referral Earning: Applicable to Brand Ambassadors only. If you receive or seek to receive fees for any User Transaction, you agree that you are responsible for: (i) providing users disclosures required by applicable laws, including without limitation, (ii) ensuring that you have accurately and fairly described and presented the service or feature for which you are seeking fees, and the terms and conditions thereof, and further ensuring that you do not engage in unfair, deceptive, or abusive acts or practices (“UDAAP”); (ii) ensuring that you are not conducting or enabling any activities our Payment Processor (as defined below) has identified as a restricted business or activity in the list made available at https://stripe.com/restricted-businesses (collectively, “Restricted Businesses”); and (iii) determining, paying, and withholding all applicable Taxes (as set forth below). If you seek to charge or receive a fee or payment from another User through the Services, it is your responsibility to obtain that User’s authorization to charge their selected Payment Instrument for each transaction, in compliance with these Terms of Service, the Stripe Agreements, all applicable laws, and the requirements of any payment network that facilitates the transaction. You may not impose any fee or surcharge on any User that makes or requests to make a User Transaction.

          Service Charges: As an expert (Owwll), after a completed “User Transaction”, you agree that Company reserves the right to charge a service commission(“Fee”) (20% of the User Transaction) from your User Transaction earning and that Company has the right to change or update the Fee percentage when deemed appropriate. Company shall notify the changes in Fee through available applicable channels.

          Taxes: You have sole and exclusive responsibility to determine what, if any, taxes apply to transactions or the payments you receive in connection with your use of the Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority in the applicable jurisdiction. We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any User Transaction. The Company retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding transactions in those jurisdictions where Company deems such reporting necessary. You hereby indemnify and hold Company harmless from and against any and all liability related to Taxes and filings made by Company respect thereof. You agree that we may send you any tax-related information electronically.

          Payment Processing: Notwithstanding any amounts owed to Company hereunder, Company DOES NOT PROCESS PAYMENT FOR ANY SERVICES. We are not a bank, payment institution, money transmitter, or money service business. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (collectively, “Stripe” or “Payment Processor”). These payment processing services, including Stripe Connect, are provided by Payment Processor and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/connect-account/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms of Service, you also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. The Stripe Agreements are your agreement with Stripe, and Company is not a party to the Stripe Agreements, nor are we responsible for Stripe’s services or any liability in respect of the Stripe Agreements. You hereby authorize Stripe to store and continue billing any Payment Instrument you provide to us or Stripe through the Services, even after such Payment Instrument has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. We reserve the right to replace Stripe with another payment processor at any time without notice or liability to you. If we do, you agree that the payment services you may access through the Service will be subject to the applicable terms and conditions of the successor payment processor, which shall be incorporated by reference herein. The Company assumes no liability or responsibility for any payments you make through the Service.

          Withdrawals: As an expert (Owwll), you are allowed to request a withdrawal from your earnings only. The deposits or bonuses are not eligible for withdrawals. By agreeing to these terms you hereby acknowledge that Withdrawals are allowed only from the Earning sources as mentioned above in following order:

          • Referral Earning
          • Call Earning

          By accepting these terms, you agree that Company reserves the right to change or modify the order of withdrawal source utilization without notice.

          Refunds: In order to start a request for a refund, the advice seeker must click the “Report an issue” button under the Account & Payment tab. The request a refund tab will show calls completed for the past 5 days. Only these calls within the past 5 days are eligible for a refund based on our terms and conditions. Possible reasons that the call would be refunded:

          • The Owwll App malfunctioned during the call and you couldn’t communicate with the expert.
          • If the call drops within the first half of the allotted time of the call (e.g. first 5 minutes of a 10 minute call)
          • The expert was misleading in their area of expertise.
          • The expert hung up on you by mistake or had to pick up an emergency call.
        • Non-Refunds:
          • If 80% of a call is completed (for example, 8 minutes of a 10 minute call or 16 minutes of a 20 minute call) there will not be a refund issued based solely on a dropped call.
          • Calls made to experts not for advice, examples: solicitations, networking, conversations.
          • If we determine that an account is fake or has misleading information provided, Owwll reserves the right to cancel the account and seize all of the funds in the account.
        • Special Notice for International Use; Export Controls: Application (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
        • Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.
        • Third Party Distribution Channels: The Company offers the mobile application that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services. With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply: The Company and you acknowledge that these Terms of Service are concluded between Company. and you only, and not with Apple Inc. (“Apple”), and that as between Company and Apple, Company, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof. You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled 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. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Company’s sole responsibility, to the extent it cannot be disclaimed under applicable law. Company and you acknowledge that Company, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Company and Apple, Company not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 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 restricted parties. If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Company as follows: email to feedback@Owwll.com. Company and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
  • To ask questions or comment about Company’s privacy practices, contact us at feedback@Owwll.com.

  • Term and Termination.
    • The term of Agreement commences when you download the Application and will continue in effect until terminated by you or Company as set forth in this Section 6.
    • You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
    • Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
    • Upon termination:
      • all rights granted to you under this Agreement will also terminate; and
      • you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
    • Termination will not limit any of Company’s rights or remedies at law or in equity.
  • Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
  • Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION FOR:
    • PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, DAMAGE TO PERSONAL REPUTATION, INABILITY TO FIND OR MAINTAIN EMPLOYMENT, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
    • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT PAID FOR THE APPLICATION BY YOU. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
  • Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available, or which is submitted or made available on your behalf, through this Application.
  • Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
  • US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
  • Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
  • Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in Ft. Lauderdale and Broward County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  • Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  • Entire Agreement. This Agreement and any separate privacy disclosures to which this Agreement links constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
  • Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.