THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND VYU LABS, INC. (“LICENSOR”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE STARTIME MOBILE APP (“LICENSED APPLICATION”). PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING, DOWNLOADING, INSTALLING AND/OR USING THE LICENSED APPLICATION, YOU ARE INDICATING THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL AND/OR USE THE LICENSED APPLICATION.
The Licensor operates a social media engagement service through the Licensed Application whereby users of Services are offered an opportunity to post and operate a video question and answer session (“Session”) which may be addressed to a client of the Licensor. Thereafter and through the Service, the user may offer access to the Session to other users of the Licensed Application with such accessing users given the option of upvoting the Session. Subject to the achievement of sufficient number of up-votes relative to the Sessions created by other users of the Licensed Application and addressed to the Licensor’s client, the Session may be offered to addressed client (or his/her authorised agent) of the Licensor through the Licensed Application for engagement/response/participation, subject to such client’s availability and agreement to respond and/or participate in the Session. THE LICENSOR MAKES NO REPRESENTATION, WARRANTY OR COMMITTMENT THAT YOUR SESSION WILL RECEIVE ANY VOTES OR BE OFFERED TO A CLIENT OF THE LICENSOR OR THAT A CLIENT WOULD RESPOND TO OR PARTICIPATE IN YOUR SESSION, AND YOU HEREBY AGREE THAT YOU SHALL NOT RAISE ANY CLAIM OR DEMAND IN THIS RESPECT.
2. Access to Licensed Application:
3. License Grant:
Subject to the terms and conditions of this Agreement, the Licensor hereby grants to you a limited, non-transferable, non-sublicensable, non-assignable and revocable license to install and use the Licensed Application solely for your own personal, non-commercial use on devices that you own or control. For the avoidance of doubt, the Licensed Application is licensed, not sold, to you by the Licensor pursuant to and subject to the terms and conditions of this Agreement and any other applicable terms and conditions promulgated by any third-party processor not affiliated with the Licensor (e.g., a mobile appstore) (a “Third-Party Processor”). The Licensors reserve all rights not expressly granted to you herein. You acknowledge and agree that this Agreement is between you and the Licensor, and acknowledge that no Third-Party Processor is a party to this Agreement. You may not commercialise or draw any commercial or remunerative benefit from your usage of the Licensed Application or through your User Content (including by way of sponsorship, product placement in or other form of promotion of a product/service) as uploaded/posted through the Licensed Application without the prior consent of the Licensor.
This Agreement does not allow you to use the Licensed Application on any device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, or any updates or upgrades, or any part thereof. Any attempt to do so is a violation of the rights of Licensor, and its affiliates and licensors, as applicable. If you breach this restriction, you may be subject to prosecution and liable to pay damages in accordance with law. The terms and conditions of the Agreement shall govern any upgrades or updates provided by Licensor that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by or references a separate license agreement in which case the terms of that license agreement shall govern. However, a persons registering as a star on the Licensed Application may permit the usage and operation of the Licensed Application by his/her auhtorised representative/agent, provided that such authorising person shall remain bound by the acts and ommission committed by the authorsied representative/agent on such person’s behalf.
5. User Registration:
6. Use of Data:
You agree that the Licensor or any of its affiliates or clients may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Licensed Application. The Licensor or its affiliate or client may use this information to improve its products or to provide services or technologies to you. Furthermore, the Licensor may collect certain personally identifiable information, such as your name, residential address and email address in the course of permitting you to use the Licensed Application. You acknowledge and agree that the Licensor may use this information in any manner consistent with its policies and obligations under applicable law, including without limitation for the purpose of sending marketing material, either in electronic or paper form, to you and other materials relating to the Licensor.
7. Proprietary Rights:
The Licensor, its affiliates and/or their respective licensors own all right, title and interest in and to the Licensed Application, including, without limitation, all intellectual and proprietary rights in all materials, including illustrations, photographs, products, images, artwork, designs, text, graphics, logos, button icons, images, audio and video clips and software present in the Licensed Application, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect Licensor’s, its affiliates’ and/or their respective licensors’ ownership or proprietary rights therein or any other of Licensor’s, its affiliates’ and/or their licensors’ information, processes, methodologies, products, goods, services, trade-marks or materials, tangible or intangible, in any form and in any medium.
8. User Content:
Licensor is not the source of, does not verify or endorse and takes no responsibility or claim any ownership rights in the text, files, images, graphics, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, “User Content”) that you communicate through the Licensed Application. By using the Licensed Application and the Service, you agree that any User Content that you submit may be transmitted to the recipient of your communication. The content of communications is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. The content of communications may be protected by intellectual property rights, which are owned by third parties. You are responsible for the content you choose to communicate and access using the Licensed Application and the Licensor does not endorse the User Content in any manner and shall not be responsible or liable in any manner whatsoever for any User Content. By displaying or publishing any User Content on or through the Licensed Application, you hereby grant to Licensor and its associates and affiliates the royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, store, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such User Content. You also warrant that the holder of any rights, including moral rights in such User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated herein. You also permit any other user of the Licensed Application (and any person who receives User Content through such user) to access, display, view, store, distribute (to any third party) and reproduce such User Content for personal use and hereby grant your consent to the same. Subject to the foregoing, the owner of such User Content placed in the Website retains any and all rights that may exist in such User Content.
By using the Licensed Application, you agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such materials or content provided or made available through the Licensed Application. The Licensor 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 hosted in the Licensed Application. Third party materials and links to other web sites are provided in the Licensed Application solely as a convenience to you. You may voluntarily share the location of your device with other users through the Licensed Application. Location data provided by the Licensed Application is for basic reference 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 the Licensor, nor any of its respective content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed in the Licensed Application.
10. Twitter Integration:
Through the Licensed Application, and subject to your registration of your Twitter account with the Licensed Application, you can engage in a Session and offer access to such Session to another user of the Licensed Application. When you start a session through the Licensed Application, we may (with your prior consent) post tweets though your Twitter handle to all your followers to join your Session (if such person is an existing user of the Licensed Application) or download the Licensed Application to join your Session. Through the Licensed Application, you may also share live and video replays of any Session with your followers through posts on your twitter account. YOU HEREBY GRANT US YOUR CONSENT TO POST CONTENT THROUGH YOUR TWITTER HANDLE, ON YOUR BEHALF, THROUGH THE LICENSED APPLICATION, AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR ENSURING THAT YOUR SESSION AND ANY POSTS/TWEETS UPLOADED HEREBY COMPLY WITH THE TERMS OF SERVICE / CONTENT GUIDELINES AND OTHER GUIDELINES / TERMS OF THE TWITTER SERVICE.
11. Facebook Integration:
Through the Licensed Application, and subject to your registration of your Facebook account with the Licensed Application, you can engage in a Session and offer access to such Session to another user of the Licensed Application. When you start a Session through the Licensed Application, we may (with your prior consent) post / share the commencement of your Session though your Facebook account to all your followers and ask them to join your Session (if such person is an existing user of the Licensed Application) or download the Licensed Application to join your Session. Through the Licensed Application, you may also share live and video replays of any Session with your followers through posts on your Facebook account. YOU HEREBY GRANT US YOUR CONSENT TO POST CONTENT THROUGH YOUR FACEBOOK ACCOUNT, ON YOUR BEHALF, THROUGH THE LICENSED APPLICATION, AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR ENSURING THAT YOUR SESSION AND ANY POSTS UPLOADED HEREBY COMPLY WITH THE TERMS OF SERVICE / CONTENT GUIDELINES AND OTHER GUIDELINES / TERMS OF THE FACEBOOK SERVICE.
12. Instagram Integration:
Through the Licensed Application, and subject to your registration of your Intagram account with the Licensed Application, you can engage in a Session and offer access to such Session to another user of the Licensed Application. When you start a session through the Licensed Application, we may (with your prior consent) post messages though your Instagram account to all your followers to join your Session (if such person is an existing user of the Licensed Application) or download the Licensed Application to join your Session. Through the Licensed Application, you may also share live and video replays of any Session with your followers through posts on your Instagram account. YOU HEREBY GRANT US YOUR CONSENT TO POST CONTENT THROUGH YOUR INSTAGRAM ACCOUNT, ON YOUR BEHALF, THROUGH THE LICENSED APPLICATION, AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR ENSURING THAT YOUR SESSION AND ANY POSTS UPLOADED HEREBY COMPLY WITH THE TERMS OF SERVICE / CONTENT GUIDELINES AND OTHER GUIDELINES / TERMS OF THE INSTAGRAM SERVICE.
13. Prohibited Content:
You shall not post any User Content that (i) contains nude, semi-nude, sexually suggestive photos/videos, (ii) tends or is likely to abuse, harass, threaten, impersonate or intimidate other users of the Licensed Application, (iii) is lascivious or appeals to the prurient interest or if its effect is such as to tend to deprave and corrupt persons who are likely to use or have access to the Licensed Application, or (iv) otherwise violates, is prohibited or restricted by applicable law, rule or regulation or applicable guidelines or codes, is offensive or illegal or violates the rights of, harms or threatens the safety of other users of the Licensed Application (collectively “Prohibited Content”). In the event that any User Content requires the insertion/incorporation of disclaimers or other content as per applicable law, you agree to incorporate such content in the User Content, and in case of failure to so incorporate such content/disclaims agree that such User Content shall be deemed to constitute Prohibited Content. The Licensor reserves the right to cease to provide you use of the Licensed Application and prevent you from accessing the Licensed Application, with immediate effect and without notice and liability, for violating the terms of this Agreement, applicable law, rules or regulations and the reserves the right to remove User Content which is in violation of this Agreement, or is otherwise abusive, illegal or disruptive. The determination of whether any User Content constitutes Prohibited Content, violates the terms of this Agreement, or is otherwise abusive illegal or disruptive, is subject to the sole determination of the Licensor. In case you find any Prohibited Content in the course of using the Licensed Application you can notify the Licensor through an email at the email address listed herein, containing a snapshot of the content in question and the username of the user who posted the material.
The Licensor shall not consider or accept unsolicited proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Unsolicited Feedback”). If you send any Unsolicited Feedback to the Licensor, you acknowledge and agree that the Licensor shall not be under any obligation of confidentiality with respect to the Unsolicited Feedback. You further agree and hereby assign to the Licensor all right, title and interest in and to the Unsolicited Feedback, and the Licensor and its affiliates/clients are free to use the Unsolicited Feedback without payment, royalty or restriction.
15. 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 OF THE LICENSED APPLICATION AND CONTENT ACCESSIBLE THROUGH THE LICENSED APPLICATION IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY OR IN CONNECTION WITH THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE LICENSOR, IS AFFILIATES, CONTENT PROVIDERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER THE LICENSOR, NOR ANY OF ITS AFFILIATES, CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE FUNCTIONS OR SERVICES CONTAINED IN, ACCESSED FROM, PERFORMED BY, DISPLAYED ON, LINKED TO/FROM, 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 THE LICENSOR, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
16. LIMITATION OF LIABILITY:
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE LICENSOR OR ITS AFFILIATES, CONTENT PROVIDERS OR CLIENTS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, 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 LICENSOR OR ITS AFFILIATES, CONTENT PROVIDERS OR CLIENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold Licensor, its affiliates and their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, service providers, and suppliers harmless against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys' fees), arising out of or relating to your (a) breach or violation of this Agreement, (b) infringement, misappropriation or any violation of the rights of any other party while or by using the Licensed Application and/or the Services, (c) violation or non-compliance with any applicable law, rule or regulation while or by using the Licensed Application and/or the Services, and (d) use or alteration of the Licensed Application (or any component thereof) in violation of this Agreement. Licensor reserves the right to assume the exclusive defense and control of any claims or actions subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
18. Updates and Upgrades:
No Guarantee of Continued Use or Availability: Licensor and its affiliates, clients and content providers reserve the right to modify, update, supplement, limit, discontinue, remove or disable access to the Licensed Application and/or any Services or features without notice to you and neither the Licensor, its affiliates, clients nor content providers nor any of their respective licensors shall be liable to you or any third party should they exercise such rights. From time to time, the Licensor may make available updates or upgrades to the Licensed Application via software download or other means. Such download may occur automatically without the need for any act on your part, or it may require you to manually download an update or upgrade through the same source from which the Licensed Application was originally downloaded. Certain functions of the Licensed Application may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by the Licensor or otherwise.
19. Changes to the Agreement:
The Licensor may make changes to this Agreement, at any time and from time to time, by notifying you of the change, including, without limitation, by including the notice in the Licensed Application or by other electronic means, and a new copy of this Agreement shall be made available on the Licensed Application. By using the Licensed Application and/or any Services after such changes are made to the Agreement, you signify that you agree to be bound by and comply with such changes and Licensor shall treat your use as acceptance of the changed provisions.
This Agreement is effective until terminated by you or the Licensor. Your rights under the license granted herein shall terminate automatically without notice from the Licensor if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, thereof.
21. Infringement of Copyright:
In good faith, if you have reason to believe that any work copyrighted by you has been reproduced, embedded, or linked without any authorization on the Licensed Application, in a manner that constitutes an infringement of your copyright under California law, please compile the following information and email to firstname.lastname@example.org
-- A clear identification of the copyrighted work allegedly infringed;
-- An clear identification of the allegedly infringing material on the Site (with specific URL reference);
-- Your contact details: name, address, e-mail address and phone number;
-- A statement that you believe, in good faith, that the use of the copyrighted material allegedly infringed on the Site is not authorized by your agent or the law;
-- A statement that the information provided in the notice is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
-- Your signature or a signature of your authorized agent.
22. Governing Law and Interpretation:
This Agreement and all the policies referenced herein constitute the entire agreement between the Licensor and you concerning the subject matter hereof. This Agreement and the Licensed Application, including any content and information contained therein shall be governed by the laws of the State of California and the courts of Santa Clara County, California shall retain exclusive jurisdiction to entertain any proceedings in relation to any disputes arising out of the same. No failure or delay by Licensor, its affiliates, clients, content providers or licensors to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any or other right or power. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect. You may not assign your rights under this Agreement without Licensor’s prior written permission and any attempt by you to do so shall be void. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.
23. Contact Information: You may contact the Licensor at:
Vyu Labs, Inc., 20380 Town Center Lane, #172, Cupertino, CA 95014
Email Address: email@example.com
24. Note to International Users:
The Licensed Application is distributed in the United States. If you are a user accessing the Licensed Application from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through your continued use of the Licensed Application, which is governed by California law, you are transferring your personal information to the United States and you consent to that transfer and to the collection and usage of your Personal Information in accordance with the laws of the state of California.