Acceptance of Terms and Conditions.
THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU”) AND DEVICE CYCLES LLC (“WE”, “US”, OR “COMPANY”), THE OWNER AND OPERATOR OF HTTPS://DEVICECYCLES.COM (THE “WEBSITE”) AND ANY COMPANY MOBILE APP (COLLECTIVELY, THE “PRODUCT”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PRODUCT. BY ACCESSING AND USING THE PRODUCT, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED, AND YOU MUST NOT, ACCESS OR USE THIS PRODUCT.
Use of Product; Intellectual Property Rights; Use of Communication Services.
Use of Product
Subject to your compliance with this Agreement, the Company hereby grants You a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Product and use the content, information, text, images, logos, icons, graphics, interfaces, Product design, audio, and video clips and any other materials displayed on the Product (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, retransmit, publicly display or perform, distribute or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If You breach any term of this Agreement, your authorization to use the Product and Content automatically terminates without notice to You.
You hereby represent and warrant that You will not, and will not induce any third-party to: (a) attempt to disable or circumvent any security mechanisms used by the Product or Content or otherwise attempt to gain unauthorized access to any portion of the Product or Content or any other systems or networks connected to the Product, or to any server of Company or its third-party service providers, by hacking, password “mining,” or any other illegal means; (b) use any “deep-link,” “page scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy or monitor any portion of the Product or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Product or with any other person’s use of the Product; (d) track or seek to trace any information on any other person who visits the Product; use the Product or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide or maintain the Product or Content or that is otherwise applicable to the Product or the Content.
Intellectual Property Rights
You hereby acknowledge and agree that the Company or its licensors own all legal right, title and interest in and to the Content and the Product, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and proprietary rights therein, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Your use of the Product does not grant You ownership of any kind in any Content. You may access Content on or through this Product. Unauthorized use is strictly prohibited.
Use of Communication Services
The Product may offer You the opportunity to post and/or submit bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities, and other content on the Product (collectively the “User Content”). By making a User Content, You grant to Company an unrestricted, royalty-free, perpetual, irrevocable and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, exhibit and display such User Content throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without compensation or acknowledgement of its source. You further agree that Company is free to use any ideas, concepts, or know-how that You or individuals acting on your behalf provide to Company without any monetary or other obligation to You. To the maximum extent permitted by law, You waive any and all “moral rights” You may have in User Content.
You agree not to post on or transmit to the Product or otherwise provide to Company any User Content or other material that:
- is unlawful; libelous; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene;
- sexually explicit; profane; hateful; racially, ethnically or otherwise objectionable in any manner;
- is an advertisement or promotion for any product or service that is not an approved product of Company;
- is false, misleading, or constitutes an unfair or deceptive trade practice;
- promotes the use of alcohol, tobacco, or any illegal substance;
- constitutes a breach of your contractual and/or fiduciary obligations or an invasion of privacy;
- infringes on any third-party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights;
- is false or misleading; or
- contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware or other equipment.
You are solely responsible for your User Content and You agree to defend, indemnify and hold harmless Company and its members, employees and agents from and against any losses, expenses, liabilities, claims, costs and damages (“Claims”) arising from your User Content, including but not limited to, any Claim(s) arising out of breach of this Agreement or for infringement of copyright, trademark, patent or other proprietary rights. You understand and acknowledge that User Content may be published, and that Company has no obligation to keep such User Content confidential. You further agree that any User Content You provide does not contain any confidential, proprietary or trade secret information of any third-party. We have no obligation to store, keep copies or return any User Content.
We reserve the right to take any action with respect to User Content that We deem necessary or appropriate in our sole discretion if We believe any User Content violates this Agreement, is inappropriate on the Product, may create liability for Company, or may cause Company to lose (in whole or in part) the services of its internet service provider, advertisers, or other suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering User Content, either with or without notice to You.
- Use of Product
You hereby agree to defend, indemnify, and hold Company and any Device Cycles Parties (as defined below) harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorney’s fees and costs) arising from:
- your use of the Product or any content You submit through the Product;
- a breach of these Terms and Conditions by You, your employees or agents;
- a breach of any applicable law by You, your employees or agents; and
- any action against Company by a third-party as a consequence of any of the above.
Company cannot and does not represent or warrant that the Product or its server will be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet your requirements.
THE PRODUCT, CONTENT, AND PRODUCTS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “DEVICE CYCLES PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT, CONTENT OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT, CONTENT, OR PRODUCTS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE PRODUCT, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE PRODUCT, CONTENT OR PRODUCTS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PRODUCT, CONTENT OR PRODUCTS.
IN NO EVENT SHALL ANY DEVICE CYCLES PARTY BE LIABLE TO YOU, OR ANY THIRD-PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS OR LOSS OF THE USE OF THE PRODUCTS, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTHING IN THIS SECTION 6 SHALL EXCLUDE OR LIMIT ANY DEVICE CYCLES PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH DEVICE CYCLES PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Choice of Law
The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California without regards to its conflicts of laws principles.
Dispute Resolution/Acknowledgment of, and Agreement to, Arbitration
Except as prohibited by law, any dispute or controversy regarding the enforcement or interpretation of this Agreement will be resolved through binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association in Santa Clara County, California. THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of the parties to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration
Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Neither You nor Company has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
This Agreement and any other terms or privacy policies referenced herein, is the entire agreement between You and the Company and supersedes any prior agreement or understanding regarding anything connected to that subject matter.
Company may add to, change or remove any part of the Product, including, without limitation, any Content, at any time without prior notice to You. We also reserve the right to modify this Agreement at any time. When We make changes to the Agreement, We will revise the “Last updated” date at the top of the Agreement and We will notify You of the changes by prominently posting a notice of such changes on the Product and/or be sending You an email. We encourage You to review this Agreement whenever You visit the Product. By continuing to access and use the Product after any such changes have been posted, You are indicating your acceptance of such changes, even if You have not reviewed the changes.
Whenever You visit our Product or send emails to Us, You are communicating with Us electronically. For that reason, You also consent to receive communications from Us electronically. We will communicate with you by email (if you have provided your email address to Us), by posting notices on our Product or by such other means as We may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.
Company’s failure to exercise, partially exercise or delay in exercising any right or remedy under this Agreement shall not operate as a waiver or estoppel of any right, remedy or condition.
If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.
You may not assign or otherwise transfer your rights, or delegate your performance, under this Agreement to a third-party without Company’s prior written consent. Company may assign or transfer its rights or delegate any performance under this Agreement to any third-party in its sole discretion.
Comments and Concerns
The Product is operated by the Company. Any feedback, comments, requests for technical support, and other communications relating to the Product should be directed to: email@example.com