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This End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Phired Up Productions, LLC ("Phired Up"). This Agreement governs your use of any of the following technology services: ChapterBuilderTM, CampusDirectorTM, MyVoteTM, PNM CompanionTM (individually, including all related documentation, the "Technology"). The Technology is licensed, not sold, to you.
BY CLICKING THE "AGREE" BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 16 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE TECHNOLOGY.
Section 1: License Grant
Subject to the terms of this Agreement, Phired Up grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Technology for your personal, non-commercial use on a personal device owned or otherwise controlled by you ("Device") strictly in accordance with the Technology's documentation.
Section 2: License Restrictions
Except as may be expressly permitted by applicable law or expressly authorized by the Technology, you shall not:
· copy the Technology, except as expressly permitted by this license;
· modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Technology;
· reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Technology 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
Technology, including any copy thereof;
· rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Technology, or any features or functionality of the
Technology, to any third party for any reason, including by making the Technology available on a network where it is capable of being accessed by more than
one device at any time;
· use any robot, spider, or other automatic device, process, or means to access the Technology for any purpose, including monitoring or copying any of the
material on the Technology;
· use any manual process to monitor or copy any of the material on the Technology, or for any other purpose not expressly authorized in this Agreement, without
Phired Up's prior written consent;
· frame, mirror, or otherwise incorporate the Technology or any portion of the Technology as part of any other mobile application, website, or service;
· use the Technology in any manner that could disable, overburden, damage, or impair the Technology or interfere with any other party's use of the Technology;
or
· remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting
the Technology.
Section 3: Reservation of Rights
You acknowledge and agree that the Technology is provided under license, and not sold, to you. You do not acquire any ownership interest in the Technology under this Agreement, or any other rights thereto other than to use the Technology in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Phired Up reserves and shall retain its entire right, title, and interest in and to the Technology, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
Section 4: Collection and Use of Your Information
You acknowledge that when you download, install, or use the Technology, Phired Up may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Technology. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Technology or certain of its features or functionality, and the Technology may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Technology is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Technology, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Section 5: Geographic Restrictions
The Content and Services are based in the state of Indiana in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
Section 6: Updates
Phired Up may from time to time in its sole discretion develop and provide Technology 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 Phired Up has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either the Technology 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 Technology 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 Technology and be subject to all terms and conditions of this Agreement.
Section 7: Third-Party Materials
The Technology may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Phired Up is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Phired Up does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
Section 8: Term and Termination
The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Phired Up as set forth in this Section 8. You may terminate this Agreement by deleting the Technology and all copies thereof from your Device. Phired Up 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 Technology and delete all copies of the Technology from your Device and account. Termination will not limit any of Phired Up's rights or remedies at law or in equity.
Section 9: Disclaimer of Warranties
THE TECHNOLOGY IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PHIRED UP, 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 TECHNOLOGY, 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, PHIRED UP PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE TECHNOLOGY 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.
Section 10: Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICIABLE LAW, IN NO EVENT WILL PHIRED UP OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE TECHNOLOGY OR THE CONTENT AND SERVICES 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, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES.
· DIRECT DAMAGES IN AMOUNTS IN THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE TECHNOLOGY.
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 PHIRED UP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILYT SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Section 11: Indemnification
You agree to indemnify, defend, and hold harmless Phired Up 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 reasonable attorneys' fees, arising from or relating to your use or misuse of the Technology or your breach of this Agreement, including but not limited to the content you submit or make available through this Technology.
Section 12: Export Regulation
The Technology 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 Technology to, or make the Technology 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 Technology available outside the US.
Section 13: 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.
Section 14: Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the State of Indiana 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 Technology shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana in each case located in Indianapolis and Marion County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Section 15: Limitation of the Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TECHNOLOGY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Section 16: Entire Agreement
This Agreement and our Privacy Policy constitute the entire agreement between you and Phired Up with respect to the Technology and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Technology.
Section 17: 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.
Last Updated: March 12, 2024