END USER LICENSE AGREEMENT FOR PRIME MOBILE APPLICATIONS
Updated December 3, 2015
Welcome! The following terms govern your use of PrimeMobile software, services and applications (“Applications”). You may use the Applications only if you agree to these terms. BY INSTALLING OR USING THE APPLICATIONS, YOU SIGNIFY THAT YOU AGREE TO ABIDE BY THE “AGREEMENT” or “LICENSE”.
This license has the same legal effect as an agreement in writing. If you do not agree, do not install, copy or use the Applications.
1. APPLICATIONS. Prime, Inc. and its affiliates and suppliers (“Prime”, “we” or “us”) provide the Applications to you under the terms of this Agreement. In this Agreement, we use the term “you” or “your” to mean you as an individual or such entity in whose behalf you act, if any. We may discontinue or change any feature of the Applications at any time and without notice.
3. OWNERSHIP. This is a license of the Applications, not a sale. The Applications and any content and services provided via the Applications are protected by copyright and other intellectual property laws and by international treaties. We, our licensors and suppliers own all rights in the Applications. Your rights to use the Applications are specified in this Agreement and we retain and reserve all rights not expressly granted to you.
4. RIGHT TO USE. During the term of this Agreement, we grant you a personal, limited, non-exclusive, revocable, non-sub-licensable and non-transferable right to install and use the Applications for personal and internal business purposes. You must be at least 13 years old to use the Applications. In addition, to use any location-based services included in the Applications, you must be at least 18 years old.
5. RESTRICTIONS. You may not: (i) make any copies of the Applications other than the copy that you need to operate the Applications on your devices, (ii) modify or create any derivative works of the Applications; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Applications, or in any way ascertain, decipher, or obtain the communications protocols for accessing our networks; (iv) use the Applications to develop software or services that access the address space of the Applications or that intercept the proxy; (v) attempt to gain unauthorized access to any of our or our suppliers’, licensors’, and distributors’ services, accounts, computer systems or networks associated with the Applications; (vi) resell, lease, sublicense or otherwise attempt to transfer rights to the Applications; (vii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Applications; (vii) block, disable, or otherwise affect any advertising, tabs, links to other sites and services, or other features that constitute an integral part of the Applications; (ix) incorporate, integrate or otherwise include all or any portion of any of the Applications (including the communications protocols) into any software, program or product that communicates, accesses, or otherwise connects with our services or that interconnects any of our services with any other instant messaging or other online service; (x) use any of our services associated with the Applications in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them; (xi) use the Applications in any way that violates this Agreement or any law; (xii) use the Applications in any way that violates the rights of any third party; (xiii) use the Applications in any way to transmit, directly or indirectly, any unsolicited bulk communications (such e-mails, photos or videos); or (xiv) assist any third party to do any of the things described in this paragraph. We may take any actions or apply any technical remedies to prevent unsolicited bulk communications, viruses or other harmful code from entering, utilizing, or remaining within our computer or communications networks.
To the extent you are authorized to access, display or otherwise use any Content outside of any Prime website or Application, you may not use such Content with other content or in a manner that:
· is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
· victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
· impersonates any person, business or entity, including Prime, its affiliated companies, and its and their employees and agents;
· encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
· removes, alters, reproduces, distorts, or in any way obstructs any trademark, logo, copyright or other proprietary notices, legends, symbols or labels provided as part of the Content or Prime website or application;
· uses the Content or Prime website or application for any purpose other than as expressly permitted; interferes or disrupts the Prime servers or networks, or disobeys any network access or security requirements, policies, procedures or regulations of Prime; interferes with the rights of others to use the Content or Prime website or application;
· uses the Content or Prime website as a means to engage in conduct that reflects poorly upon, disparages or devalues Prime’s reputation or goodwill, as determined in Prime’s sole discretion.
7. REGISTRATION. Certain Applications are intended for use with specific services and products provided by us. You may be required to register with us to access and use the Applications with our products. You will need some form of log-in credential authorized by us, such as a username or authorized e-mail address (“User ID”), so that you can access your account. In order to register, you must be legally capable of entering into contracts, you must provide true and accurate registration information and you must keep this information current. You agree to abide by any separate terms and policies that will apply to your registration and use of such User ID. We may deny any registration in our sole discretion.
8. ACCESS. You must provide at your own expense the equipment, Internet connections and wireless devices or wireless services to access and use the Applications and the products associated with such Applications. We do not guarantee that the Applications will work with all wireless devices or wireless service plans, at all times, or in all geographic locations. When you use the Applications, you may incur certain charges from your wireless carrier according to the terms of your carrier agreement, including without limitation, standard fees for data, messaging and wireless access, SMS and MMS messaging services. Please check with your carrier to verify whether there are any such fees that may apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS OR USE THE APPLICATIONS THROUGH YOUR WIRELESS DEVICE.
You acknowledge that the Applications may provide features that include messaging, , posts, alerts, reminders, updates, messaging preferences, messaging communications and location. You authorize us to communicate with you regarding the Applications using SMS, MMS, text message or other electronic means to your wireless device. You acknowledge and agree that information about your usage of the Applications may be communicated to us by third parties, including without limitation your wireless carrier. You agree to receive messages from the Applications on any or all configured devices. When you access the Applications on your wireless device, we may obtain information from your wireless carrier about the type of device you are using. We may use this information to notify you concerning the types of features and products from the Applications that may be available to you on your device. Certain features of the Applications may require our collection of the phone number of your device. We may associate that phone number to the mobile device identification information; however, we will not use that number for telemarketing. Some wireless carriers in the USA and other jurisdictions may be required to operate a system that will pinpoint the physical location of devices that use their service. Depending on the provider, we may automatically receive this information and you consent to any such disclosure.
9. YOUR RESPONSIBILITIES. You are responsible for:
· All activities that occur as a result of the use of the Applications through your User ID and devices;
· Maintaining the confidentiality of any User ID, passwords or log-in credentials;
· Taking reasonable steps to prevent unauthorized access to confidential information stored in your mobile phone or other wireless device; and
· Complying with this Agreement and with any and all applicable laws.
· Any account you establish is for your personal use only. You are responsible for all activities under your account, including all legal liability incurred from the use of your account by you or others. You are responsible for keeping your password confidential.
· Most of the content you’ll find on the Internet, is subject to copyright protection. Therefore, you agree that you will transmit, post or share only content you own or that you have the express permission to use in this manner. Unless otherwise expressly authorized by Prime or by law, you will not modify, copy, frame, reproduce, sell, publish, transmit, display or otherwise use any portion of a Prime product or their content without the express written authorization of Prime or the owner of the content.
· You will not violate the privacy rights of others by posting their personal information on any Prime product, such as name, address, email address, telephone number or map location, without their express, prior consent.
· All Content should not:
o contain images of nudity and/or sexual acts.
o victimize, harass, degrade or intimidate an individual or group of individuals on the basis of age, disability, ethnicity, gender, race, religion or sexual orientation.
o depict gratuitous violence and/or gore.
o exploit a minor (under 18 years old).
o depict gratuitous violence and/or gore.
o depict illegal drugs and/or illicit drug use.
o infringe on any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary right of any party.
link to or otherwise reference content not
allowed under these guidelines
otherwise contain content that is deemed inappropriate by Prime.
· You will not use any Prime product to mine information about others for purposes of sending unsolicited bulk communications (e.g., spam), to violate any applicable law, regulation or these Terms, or to violate the rights of others.
· All Content uploaded to Prime should reflect the location or event being represented.
You acknowledge and agree that we may take any legal or technical remedies as we deem appropriate to prevent the violation of these Terms and to protect our computer network.
In addition, you are solely responsible for the Content that you upload, transfer, send, mail, forward, submit, share, post or otherwise provide to us (collectively referred to as “post”) using the Applications and for the consequences of posting Content where others may see the Content. We reserve the right to remove, at our sole discretion, any Content posted on our products and services.
You must notify your wireless carrier immediately if your mobile phone or other wireless device is lost or stolen. We cannot be responsible for what happens if your account information (such as stored User IDs and passwords) becomes known to someone else.
10. SUGGESTIONS. You agree that we may, without limitation and for no compensation, use in any manner all comments, suggestions, complaints and other feedback you provide relating to the Applications.
11. YOUR REPRESENTATIONS. You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Applications only for lawful purposes, that you will not violate the rights of others or the terms of this Agreement. You represent and warrant to us and to other users of Prime products that you own or have the appropriate rights to post such Content. In order for us to provide services to you, you give us a permanent right to display, modify, use, perform, transmit, distribute, store and copy any content you post or share on our site.
12. NO DUTY TO MONITOR OR RETAIN DATA. We are not liable for Content provided by you or others. We have no duty to monitor or pre-screen Content. We reserve the right to remove Content for any reason, but we are not responsible for any failure or delay in removing such material. Some Prime products include limited online storage of Content you submit as a convenience to you; however, please take note that we are not and will not be responsible for lost or missing data or Content you submit.
13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been copied and is accessible on this website in a way that constitutes copyright infringement, you may notify Prime.
14. AUTOMATED UPDATES. We may, but we are under no obligation to, provide updates, patches and fixes (collectively, “Updates”). You may be given the opportunity to choose whether you want all Updates delivered automatically or if you would prefer to be notified when a new Update is ready to be installed, or when we make such Updates available for download. You authorize us to deliver automatically any Update if we believe it is necessary to provide for the continued functionality of the Applications. Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms at the time of download or installation.
15. PERFORMANCE, DATA COLLECTION AND USAGE INFORMATION.
(a) TECHNICAL INFORMATION. Most of the Applications are configured to report back information automatically relating to your mobile phone or other wireless device errors arising in connection with use of the Applications, without notice to you. Information on your Applications’ configuration settings may be included. We use these data to diagnose and improve the Applications.
(b) FEATURE USAGE INFORMATION. The Applications may also provide us with anonymous information about use of the Applications’ features. We use this information in the aggregate to improve the Applications and determine which Application features and buttons are most popular and useful to its users.
(c) PERSONALIZATION. You may be asked to provide us with certain information so that we can personalize content presented to you through the Applications.
16. TERMINATION. This Agreement automatically terminates if you fail to comply with any of its terms. We may terminate this Agreement and/or the License granted to you under this Agreement at any time in our sole discretion. You may discontinue use of the Applications at your discretion. Upon termination, you must stop all use of the Applications and must destroy all copies of the Applications that are in your possession. All provisions of this Agreement, except for the license grant in Section 3 above, survive the termination of this Agreement.
17. INJUNCTIVE RELIEF. You agree that your breach or threatened breach of this Agreement will cause us irreparable injury for which recovery of money damages would be inadequate and that we, therefore, may obtain timely injunctive relief to protect our rights under this Agreement in addition to any and all other remedies available to us at law or in equity.
18. DISCLAIMER OF WARRANTY. WE AND OUR DISTRIBUTORS PROVIDE THE APPLICATIONS “AS IS” AND WITH ALL FAULTS. WE AND OUR DISTRIBUTORS DO NOT WARRANT THAT THE APPLICATIONS WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR-FREE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND COST OF ANY SERVICE AND REPAIR IS WITH YOU.
WE, OUR SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT OR ACCURACY, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. WE, OUR SUPPLIERS AND DISTRIBUTORS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE APPLICATIONS. IF ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN SUCH IMPLIED WARRANTY IS LIMITED TO 30 DAYS FROM THE DATE YOU ACQUIRED THE APPLICATIONS FROM US OR OUR AUTHORIZED DISTRIBUTOR.
YOUR USE OF THIS REAL TIME APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
Directions and maps are informational only. Prime makes no warranties on the accuracy of their content, road conditions or route usability. You assume all risk of use.
19. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY CORPORATE PARENT, SUCCESSORS, AFFILIATES, SUBSIDIARIES, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, AGENTS OR DISTRIBUTORS (COLLECTIVELY, “PRIME “) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE APPLICATIONS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, MOBILE PHONE OR OTHER WIRELESS DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, OUR ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED AT OUR SOLE DISCRETION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. PRIME IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE APPLICATIONS AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
20. IMPORT/EXPORT CONTROL. The Applications are subject to export and import laws, regulations, rules and orders of the United States and foreign nations. You must comply with these laws that apply to the Applications. You may not directly or indirectly export, re-export, transfer, or release the Applications, any other commodities, software or technology received from us, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government.
21. ELECTRONIC NOTICES. YOU AGREE TO THIS LICENSE ELECTRONICALLY. YOU AUTHORIZE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE APPLICATIONS (“NOTICES”) IN ELECTRONIC FORM. WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEB OR MOBILE PAGE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Applications. As long as you are able to access the Internet using the Applications, you will be able to receive electronic notices from us.
22. INDEMNIFICATION. Upon a request by us, you agree to defend, indemnify, and hold harmless Prime and other affiliated companies, and our respective employees, contractors, officers, directors, suppliers and agents and distributors from all liabilities, claims, and expenses, including attorneys’ fees that arise from your use or misuse of the Applications. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
23. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES. You agree that the laws of the of Missouri govern this Agreement and any claim or dispute that you may have against us, without regard to Missouri’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods will have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in Missouri and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
27. ENTIRE AGREEMENT. This Agreement and any supplemental terms constitute the entire agreement between you and us concerning the subject matter of this Agreement, which may only be modified by us.
28. GENERAL TERMS. (a) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties’ original intent, and the remaining portions remain in full force and effect, or we may at our option terminate this Agreement. (b) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. (c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (d) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. We may assign this Agreement to any entity in our sole discretion and without notice to you. (e) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (f) Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
If you have any questions or comments regarding this License, you may write to:
End User License Agreement for Prime Mobile Applications
c/o Prime Inc. Legal Department
2740 N. Mayfair
Springfield, MO 65803