Mobile Application End User License Agreement

    Last Modified: 03/07/2024

    This Mobile Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Clearly Acquired ("Company"). This Agreement governs your use of Clearly Acquired on Android and/or Apple (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

    BY DOWNLOADING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; 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 DOWNLOAD THE APPLICATION AND DELETE IT FROM YOUR DEVICE.

    1. 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, non-commercial use on a single device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and
    • Access, stream, download, and use on such Mobile Device the Content and Services made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services.

    2. License Restrictions

    Except as may be expressly permitted by applicable law or expressly authorized by the Application, you shall not:

    • Copy the Application, except as expressly permitted by this license;
    • Modify, translate, adapt, or otherwise create derivative works or improvements of the Application;
    • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application;
    • Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application;
    • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application to any third party;
    • Use any robot, spider, or other automatic device to access the Application;
    • Use any manual process to monitor or copy any of the material on the Application;
    • Frame, mirror, or otherwise incorporate the Application as part of any other mobile application, website, or service;
    • Use the Application in any manner that could disable, overburden, damage, or impair the Application; or
    • Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in the Application.

    3. 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. Company reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights.

    4. Collection and Use of Your Information

    You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

    5. Content and Services

    The Application may provide you with access to Company's website located at https://www.clearlyacquired.com (the "Website") and products and services accessible thereon. Your access to and use of such Content and Services are governed by Website's Terms of Use and Privacy Policy, which are incorporated herein by this reference.

    6. Updates

    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, "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.

    7. Third-Party Materials

    The Application 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 ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.

    8. Term and Termination

    • The term of Agreement commences when you download the Application and will continue in effect until terminated by you or Company.
    • 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 if it ceases to support the Application, or if the Mobile Device is used for any illegal or nefarious activity. This Agreement will also terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
    • Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies from your Mobile Device and account.
    • Termination will not limit any of Company's rights or remedies at law or in equity.

    9. Disclaimer of Warranties

    THE APPLICATION 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, COMPANY 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.

    10. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF 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, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
    • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

    11. 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 reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement.

    12. 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.

    13. US Government Rights

    The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101.

    14. 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.

    15. 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 Fort Lauderdale and Broward County.

    16. 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.

    17. Entire Agreement

    This Agreement and our Privacy Policy 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.

    18. 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.