Thank you for choosing to download the application (the “Application”) developed by or on behalf of Graham Software Development, LLC (the “Company”) for use on mobile devices. All users of the Application are subject to the following end user license agreement terms (this “EULA”).
Please read this EULA carefully before downloading and using the Application. By downloading or using the Application, you agree that you have read, understand and agree to be bound by this EULA, as amended from time to time. If you do not wish to agree to this EULA, do not download or use the Application.
The Company may revise and update this EULA from time-to-time in connection with any updates or releases of the Application. Your continued use of the Application after implementation or an applicable update or release means that you accept and agree to the revised EULA. If you disagree with the EULA (as amended from time to time) or are dissatisfied with the Application, your sole and exclusive remedy is to discontinue using the Application.
LICENSE GRANT TO USE THE APPLICATION
If you download the Application through an authorized distribution channel, you are granted a non-transferable, non-exclusive license to use the Application solely for your own personal use and use in connection with the team(s) that have signed up for services through the Application. You do not receive title to the Application and you may not distribute or use the Application other than for the purpose of using the applicable feature or service of the Application as offered by the Company. This license does not allow you to use the Application on any device that you do not own or control, and you may not distribute the Application on any network where it could be used by devices owned by others. You may not modify, adapt, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Application. Except as expressly provided, you may not create any derivative works of the Application. You agree to uninstall the Application from your device in the event this license is revoked by the Company. The terms of this license will govern any upgrades provided by the Company that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. The Application is subject to all restrictions on use, disclaimers of warranties and other provisions in this EULA. The Company reserves all rights not expressly granted to you.
UPDATES TO MOBILE DEVICES
Please note that updates to your existing mobile device operating systems or firmware may render your version of the Application incompatible. The Company does not warrant that the Application will be backward or forward compatible with any updates to, or prior versions of, the mobile devices. The Company may, but is not obligated to, provide you with updates to the Application that improve compatibility with updated mobile devices.
To the extent the Application requires, or permits utilization of, wireless or cellular data access, you shall be independently responsible for securing the necessary data access service. The provider of such access to your mobile device may charge you data access fees in connection with use of the Application. You are solely responsible for all such charges payable to third parties.
COPYRIGHT AND TRADEMARKS
The entire contents of this Application (including all information, text, displays, images and audio and any software made available through or in connection with the Application) and the design, selection and arrangement thereof, are proprietary to the Company or its affiliates or licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. Neither the title nor any intellectual property rights to any material in this Application are transferred to you, but remain with the Company or the applicable owner of such content. Except as expressly authorized by the Company in writing, you may not reproduce, sublicense, distribute, sell or exploit for any commercial purposes (a) any part of this Application, or (b) access to this Application. The Company name and logos, and all related names, logos, product and service names, designs and slogans contained in the Application are trademarks of the Company, its affiliates, licensors, suppliers, distributors and/or contractors unless otherwise clearly specified in writing. You may not use such marks without the prior written permission of the Company. All other names, brands and marks are used for identification purposes only and may be the trademarks of their respective owners.
DISCLAIMER; LIABILITY OF THE COMPANY AND ITS LICENSORS
THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NEITHER THE COMPANY, ITS LICENSORS, SUPPLIERS, DISTRIBUTORS OR CONTRACTORS, NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY OR AVAILABILITY OF THE APPLICATION. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY, ITS LICENSORS, SUPPLIERS, DISTRIBUTORS OR CONTRACTORS NOR ANYONE ASSOCIATED WITH THE COMPANY WARRANTS OR REPRESENTS THAT THE APPLICATION WILL BE RELIABLE, ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY AND ITS LICENSORS, SUPPLIERS, DISTRIBUTORS AND CONTRACTORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
IN NO EVENT WILL THE COMPANY OR ITS LICENSORS, SUPPLIERS, DISTRIBUTORS OR CONTRACTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE APPLICATION, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE APPLICATION, WHETHER OR NOT THERE IS NEGLIGENCE BY THE COMPANY AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
You agree to indemnify and hold harmless the Company and its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, distributors, third party information providers, licensors, licensees, distributors, contractors and others involved in the Application from and against any and all liabilities, expenses, damages and costs, including reasonable attorneys’ fees, arising from any violation by you of this EULA or your use of the Application.
Your license to use the Application pursuant to this EULA is effective until terminated. You may terminate the license at any time by destroying the Application and related documentation and all copies thereof. Your license will terminate immediately without notice from the Company if you fail to comply with any provision of this EULA. Upon termination, you must destroy the Application and related documentation and all copies thereof.
This EULA shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles, and exclusive jurisdiction over any cause of action arising out of this EULA or your use of the Application shall be in the state or federal courts located in or near Philadelphia, Pennsylvania. You agree to submit to the jurisdiction of such courts.
Except as expressly set forth above, this EULA, as it may be amended from time to time, completely and exclusively states the agreement between you and the Company with respect to the Application, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. Any cause of action you may have with respect to the Application must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
If any part of this EULA is unenforceable, the unenforceable part shall be construed to reflect, as nearly as possible, the original intentions of the parties. The other provisions of this EULA shall remain in full force and effect. The Company’s failure to insist upon or enforce strict performance of any provision of this EULA shall not constitute a waiver of the provision. Neither a course of dealing or conduct between you and the Company nor any trade practices shall be deemed to modify this EULA.
The Application is a “Commercial Item” consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are defined in the Federal Acquisition Regulations (“FAR”) at 48 CFR 2.101, developed exclusively with private funds. Consistent with 48 CFR 12.212, and the comparable DFAR in the DoD FAR Supp. at 227.7202-1 through 227.7202-4, the Application is licensed to you only as Commercial Software and only with the rights and obligations granted to public users generally as set forth above in license grant in this EULA. Notwithstanding any other FAR, DFAR or other contractual provision into which this license agreement may be incorporated, any government end user only acquires the rights to use the Application as set forth in this EULA. The Application is acquired under the specific terms and conditions set forth herein. If any portion of the Application is deemed “non-commercial,” or the following FARs or DFARs are deemed to apply, the Application is licensed under the terms hereof and under the RESTRICTED RIGHTS set forth in 48 CFR 52.227-19 and DFAR 252.227-7014 (and the government’s use, duplication and disclosure rights are restricted as set forth therein).