YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING WWW.SAFEDECISIONS.COM TO REMOTELY UNLOCK YOUR SAFEDECISIONS™ SAFE OR USING OR INSTALLING SAFEDECISIONS DECODE™ (REFERRED TO HEREIN, COLLECTIVELY, AS THE “APP”). THE APP IS LICENSED BY SAFEDECISIONS, L.L.C. TO ITS CUSTOMERS FOR THEIR USE EXCLUSIVELY AS MORE PARTICULARLY SET FORTH IN THIS AGREEMENT BELOW. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS, DO NOT DOWNLOAD, ACCESS OR OTHERWISE USE THE APP. BY DOWNLOADING, ACCESSING OR OTHERWISE USING THE APP IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
SPECIAL RESTRICTIONS ON USERS UNDER THE AGE OF 18: YOU ARE NOT ALLOWED TO DOWNLOAD, ACCESS OR USE THIS APP IF YOU ARE UNDER 13. IF YOU ARE UNDER 16 (OR UNDER THE AGE OF MAJORITY) IN THE STATE IN WHICH YOU RESIDE, YOU MUST HAVE THE PERMISSION OF YOUR PARENT OR LEGAL GUARDIAN BEFORE DOWNLOADING, ACCESSING OR OTHERWISE USING THE APP, AND YOUR PARENT OR LEGAL GUARDIAN MUST BE MADE AWARE OF, AND AGREE ON YOUR BEHALF TO BE BOUND BY, THIS AGREEMENT.
GRANT OF LICENSE: SafeDecisions, L.L.C. (the “Licensor”) grants to you solely during the Term (as defined below), this personal, limited, non-exclusive, non-transferable, non-assignable license solely to use a single copy of the App for use by a single concurrent user only in connection with a single mobile phone, tablet or other electronic device for which the App has been designed, and solely provided that you adhere to all of the terms and conditions of this Agreement. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the App or any Intellectual Property Rights (as defined below) of Licensor.
DEFINITION: For purposes of this Agreement, the terms “you”, “your”, “yourself” or “user” are synonymous, and refer to any natural person or legal entity that downloads, accesses or otherwise uses the App.
ASSENT: By downloading, accessing or otherwise using the App, you acknowledge and agree that this Agreement is a legally valid contract the terms and conditions of which are binding on you, and you further agree to take all necessary steps to ensure that the terms and conditions of this Agreement are not violated by any family member or other person or entity under your control, in your service, or to which you afford access to the device on which the App is installed.
OWNERSHIP OF APP: The Licensor and/or its affiliates own certain rights relating to the App that may exist from time to time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, trade secret law, trademark law, or other similar laws (collectively, the “Intellectual Property Rights”), regardless of whether such Intellectual Property Rights are registered or perfected and regardless of whether such Intellectual Property Rights accrue to Licensor directly or by an express or implied license from others. ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE APP ARE OWNED BY, AND SHALL REMAIN WITH, LICENSOR AND YOUR RIGHTS UNDER THIS AGREEMENT DO NOT DIMINISH, TRANSFER OR OTHERWISE AFFECT LICENSOR’S RIGHT, TITLE AND INTEREST IN THE APP AND SUCH INTELLECTUAL PROPERTY RIGHTS. All rights not expressly licensed to you in this Agreement are expressly reserved by Licensor.
UNAUTHORIZED USE; COMPLIANCE WITH LAWS: The App is designed to facilitate your ability to remotely unlock and/or decode your SafeDecisions™ safe. You acknowledge that it is a violation of this Agreement to use the App for any other purpose, including any purpose that is prohibited by law. As a condition to your use of the App, you agree that you will not use the App to violate the Intellectual Property Rights of others, or otherwise for any purpose that will infringe or misappropriate the Intellectual Property Rights of others, and that the App is not intended to be used for such purposes.
NO COMMERCIAL USE: This Agreement grants you the right to use the App for personal use only. Commercial use of the App is not permitted under this Agreement.
ADDITIONAL RESTRICTIONS:
(a) You are expressly prohibited from copying, modifying, merging, selling, licensing, redistributing, or transferring in any manner, the App or any portion thereof, except that you may reinstall the App on the same device an unlimited number of times.
(b) You are expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the App, which contains proprietary material of Licensor and/or other third-parties. You may not otherwise modify, alter, adapt, or merge the App.
(c) You may not remove, alter, deface, or otherwise obscure patent, trademark, service mark, logo or copyright notices contained in the App.
(d) You agree that the App will not be shipped, sent, transferred or exported into any other country, or otherwise used, in any manner prohibited by any government agency or any export laws, restrictions or regulations. You acknowledge that the exportation of the App or any part of the App may be a criminal violation of United States laws governing the export of technology.
(e) You may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to the App, including but not limited to the object code and any documentation and help files.
SUPPORT; ADDITIONAL SERVICES:
(i) Licensor will provide you with the support services set forth below (collectively, the “Support Services”) during the Term (as defined below) of this Agreement.
(ii) Support Services shall be limited to:
(a) fixes and updates (not including updates that are only made available to others subject to payment of a fee);
(b) extended technical support via e-mail and phone hot-line, such support only available during Licensor’s then current regular business hours for providing such support, which hours may change from time-to-time without notice; and
(c) virus detection and curing updates in a 24-hours period.
(iii) LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU THAT THE APP AND THE SUPPORT SERVICES WILL BE ABLE TO SUCCESSFULLY UNLOCK AND/OR DECODE YOUR SAFEDECISIONS™ SAFE REMOTELY IN ANY OR ALL CIRCUMSTANCES. In certain circumstances, the App and the Support Services may not successfully unlock and/or decode your SafeDecisions™ safe remotely and you may require additional on-site services provided by a technician at additional cost.
TERM; AUTO-RENEWAL: This Agreement is effective upon download or installation of the App and shall remain in effect until (x) if the App was paid (or deemed paid) for in connection with your purchase of a new SafeDecisions™ safe, the date of expiration of the two (2) year warranty covering such purchase and (y) if the App was paid (or deemed paid) for independent of a purchase of a new SafeDecisions™ safe, on the first (1st) anniversary of the date the App was downloaded or installed (the applicable period is referred to herein as the “Term).” Upon the expiration of the applicable Term and any subsequent renewal period thereof, the term of this Agreement shall be automatically renewed for an additional one (1) year term unless (A) you inform Licensor in writing of your intention not to renew this Agreement at least 45 days’ prior to the expiration date or (B) payment of the then-current annual renewal fee is not timely received by Licensor. Unless you expressly opt out of emails from Licensor, you will receive an automated email [60] days prior to the expiration date to remind you that the Term will automatically renew; this email will include the date of renewal and the date before which you must notify SafeDecisions of your election not to renew, as well as functionality necessary to notify Licensor of your election not to renew. For the avoidance of doubt, upon automatic renewal of the Term of this Agreement, Licensor will automatically charge you the then-current annual renewal fee (which, as of May 1, 2018, is $119.88).
TERMINATION: You may terminate this Agreement at any time by uninstalling the App and destroying all copies of the App; provided, that termination prior to expiration of the Term shall not entitle you to a refund of any portion of the fees paid by you. Upon any termination, you agree to uninstall the App and return or destroy all copies of the App, any accompanying documentation, and all other associated materials. Your right to use the App automatically terminates without further act on the part of Licensor if you use the App for purposes that are prohibited by this Agreement or otherwise violate any of the terms of this Agreement.
GOVERNING LAW: This Agreement shall be governed by the laws of the State of New York, and any disputes arising in respect of it shall be determined in the exclusive jurisdiction of the state and federal courts located in New York County, State of New York.
LICENSOR’S WARRANTIES AND DISCLAIMER:
THE APP IS PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (i) THE APP WILL MEET YOUR REQUIREMENTS, (ii) THE USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF THE APP WILL MEET YOUR EXPECTATIONS, AND/OR (iv) ANY ERRORS IN THE APP WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF NEW YORK LAW IS NOT HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR WARRANTY IS: (1) HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM THE DATE OF INSTALLING THE FILES CONTAINING THE APP OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR’S SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE APP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OR ITS SUPPLIERS ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE OF ANY MACHINE, COMPUTER OR TELEPHONIC DEVICE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE APP. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE LIMITATIONS OF DAMAGES OR LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND YOU. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR WOULD NOT BE ABLE TO PROVIDE THE APP ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS AND THAT LICENSOR HAS SET ITS PRICES FOR THE LICENSE TO THE APP IN RELIANCE UPON SUCH LIMITATIONS OF DAMAGES AND LIABILITY AND DISCLAIMERS OF WARRANTIES.
YOUR WARRANTIES: You expressly agree and represent that, as to your use of the App with respect to other works such as audio and video files the copyright to which is owned by others, such other works, your use of them, and your use of the App in combination with such other works will not infringe upon the rights of any third party under copyright or any other applicable intellectual property laws such as trademark, patent or publicity and privacy laws. You will defend and indemnify the Licensor against any claims arising out of any breach or alleged breach of your warranty and representation, and in connection therewith the Licensor shall be entitled to retain counsel of its own choice at your expense.
PASSWORD: If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify SafeDecisions. YOU ARE SOLELY LIABLE FOR LOSSES INCURRED BY YOU, SAFEDECISIONS OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
SEVERABILITY: In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.
ENTIRE AGREEMENT: This Agreement sets forth the entire understanding and agreement between you and Licensor and supersedes all prior agreements, whether written or oral, with respect to the App, and may be amended only in a writing signed by both parties.