This is a legal agreement between you and Semi–linear, Inc. developer of Citia Apps (“Semi-linear” or “we” or “us”), and not with Apple Inc., regarding your use of the Semi-linear mobile application software (the “Licensed Application”). By using the Licensed Application, you agree to be bound by the terms of this End-User License Agreement (this “EULA”). If you do not agree to the terms of this EULA, you must abort the subscription process and may not install, access or use the Licensed Application.
License. Subject to the terms and conditions of this EULA, Semi-linear grants you a non-exclusive, non-transferable, non-assignable license (without right of sublicense) to install and use one copy of the Licensed Application solely for your personal use on up to three (3) Apple devices that you own or control. All rights not expressly granted herein are reserved by Semi-linear.
Restrictions. The contents of the Licensed Application, including all software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of the Licensed Application, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of Semi-linear successors and assigns, and any of their respective licensors, advertisers, suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term “Licensed Application” includes “Material” as well. You must not alter, delete or conceal any copyright or other notices contained on the Licensed Application, including notices on any Material you download, transmit, display, print or reproduce. We may make certain Material available for forwarding to third parties for their personal use and will identify such forwardable Material. Except for such Materials, you shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify or create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of Semi-linear or its owner if Semi-linear is not the owner. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove content on the Licensed Application that infringes the copyright rights of others and will disable the access to the Licensed Application and its services of anyone who uses them to repeatedly to infringe the intellectual property rights of others.
Ownership. The Licensed Application is licensed, and not sold, to you under this EULA. You have no ownership rights in the Licensed Application or any related documentation. Semi-linear retains all right, title, and interest in and to the Licensed Application (including any changes, modifications, or corrections thereto) and any related documentation.
Suggestions. If you elect to provide or make available to Semi-linear any suggestions, comments, ideas, improvements, or other feedback or materials related to the Licensed Application (collectively, “Suggestions”), Semi-linear will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute your Suggestions in any manner and you will gain no right, title or interest in or to the Licensed Application by virtue of Semi-linear doing so.
Disclaimer of Warranty. YOUR USE OF THE LICENSED APPLICATION IS AT YOUR OWN RISK. THE LICENSED APPLICATION AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SEMI-LINEAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED APPLICATION WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THE LICENSED APPLICATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WE MAKE NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE LICENSED APPLICATION WILL NOT INFRINGE THE RIGHTS OF OTHERS AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Intellectual Property Rights: All content elements in the Licensed Application, including text, audio, video, graphics, multimedia and other content, including all copyrights and trademarks therein, are owned by Semi-linear and/or third party licensors, which may also be protected by copyright. Unauthorized copying or distribution of content is an infringement of the respective owners’ intellectual property rights. Semi-linear may elect to prosecute anyone who infringes upon the copyright, or other intellectual property rights.
Third Party Sites. The Licensed Application may link you to web sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These sites are not under our control, and you acknowledge that (whether or not such sites are affiliated in any way with us) we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by us or any association with its operators. We do not make any representations or warranties as to the security of any information may you give any third party site, and you irrevocably waive any claim against us with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties.
Social Media Integration. The Licensed Application has features that allow you to share links to integrate your activities on the Licensed Application with functionality offered by third party social networking services, including Facebook and Twitter. You agree that Semi-linear is not responsible for content once it is shared to Facebook or Twitter.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE LICENSED APPLICATION, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE LICENSED APPLICATION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT SEMI-LINEAR ) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Semi-linear may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Semi-linear’s liability shall be the minimum permitted under such applicable law.
Indemnification. You agree to indemnify, defend and hold harmless, Semi-linear and its directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on Semi-linear ‘s behalf, at your own expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim, or demand, arising from, or in connection with your use of the Licensed Application, any communications that you convey through the Licensed Application, or your breach of this EULA, or any other terms, rules or regulations applicable to the Licensed Application, or your violation, or infringement of other persons rights.
Copyright Complaints and Copyright Agent.
(a) Termination of Repeat Infringer Accounts. We respect the intellectual property rights and others and request that you do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Licensed Application who are repeat infringers. We may terminate access for users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
(b) DMCA Take-Down Notices. If you are a copyright owner or agent thereof and believe, in good faith, that any materials provided on the Licensed Application infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”) by sending the following information in writing to our designated Copyright Agent listed below:
1. The date of your notification;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of each place where alleged infringing material is located that is sufficient to enable us to locate such work;
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, an/or email address;
5. A statement by you that you have a good faith belief that the disputed use has not been authorized by the copyright owner, its agent, or the law;
6. Your electronic or physical signature or the electronic or physical signature of the person authorized to act on your behalf; and 1. The date of your notification;
7. A statement by you made under penalty of perjury, that the information in your notice is accurate, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
New York, New York, 10010
We seek to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in USC section 512(c) or elsewhere.
Modification of Terms. Semi-linear reserve the right to modify the terms and conditions of this EULA or its policies relating to the Licensed Application at any time. You agree to be bound by any of the changes made in these terms of the EULA, including changes to any and all documents, forms and policies incorporated thereto. Continued use of the Licensed Application after any such changes shall constitute your consent to such changes. If you do not agree with any of the amended terms, then you must avoid any further use of the Licensed Application. The date at the bottom of this EULA indicates the last date that the EULA was updated. We advise you to periodically read the terms of this EULA, as they may change from time to time.
Termination. This EULA is effective until it is terminated. You may terminate this EULA at any time by destroying all copies of the Licensed Application and related documentation in your possession or under your control. This EULA will automatically terminate if you violate any of the terms of this EULA. All license rights granted to you shall immediately terminate. All other provisions of this EULA shall survive such termination.
Export Laws. You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Licensed Application. You agree that you will not export or re-export the Licensed Application in any form in violation of the laws of the United States or any foreign jurisdiction. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Miscellaneous. This EULA is the entire agreement between you and Semi-linear with respect to, and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with an earlier version of the Licensed Application) concerning, the subject matter of this EULA. In no event shall any additional or inconsistent term in any purchase order or similar document submitted by you modify the terms of this EULA. This EULA is governed by the laws of the State of New York, USA, as such laws apply to contracts between New York residents entered into and performed entirely in New York (notwithstanding your place of residency).
Arbitration: THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. All disputes arising under or relating to this EULA or to your use (or inability to use) of the Licensed Application shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by the terms of this EULA. The Supplementary Procedures are available online at www.adr.org. To the extent that the arbitrator deems reasonable, the arbitrator may conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the County of New York in the State of New York. The arbitrator’s decision shall be based upon the substantive laws of the State of New York without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. The foregoing shall not preclude Semi-linear from seeking any injunctive relief in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction by the federal and state courts located in New York County in the State of New York, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
Contact Us. You may contact us at Semi-linear, Inc., 1123 Broadway, New York, New York, 10010 or by email at [email@example.com].
End-User Terms Required by Apple. You acknowledge and agree that (i) this EULA is concluded between you and Semi-linear, and not Apple, Inc. (“Apple”); (ii) Semi-linear, and not Apple, is solely responsible for the Licensed Application; (iii) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the Licensed Application; (iv) in the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the Licensed Application; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application; (vi) Apple is not responsible for any claims that you have arising out of your use of the Licensed Application; (vii) Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third-party claim that the Licensed Application infringes that third party’s intellectual property rights; and (viii) Apple and its subsidiaries are third party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary.
Effective as of May 10, 2012