R8TR App End User License Agreement
This End User License Agreement ("Agreement") is a binding agreement between you ("Licensee" or "you") and R8TR LLC, a Missouri limited liability company and its related subsidiaries, affiliates and concerns (collectively, "Company"). This Agreement governs your use of the R8TR App (the "Application"). The Application is licensed, not sold, to you.
BY INSTALLING, DOWNLOADING, USING OR CLICKING THE "AGREE" BUTTON YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/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, INSTALL, OR USE THE APPLICATION AND YOU MUST DELETE IT FROM ANY AND ALL YOUR DEVICES.
Our Privacy Policy, and any other policies, rules or guidelines that may be applicable to particular offers or features of the Application (the "Policies") are also incorporated into these Terms. By using, installing or downloading the Application, you accept these Policies and agree that you are legally bound by the terms contained therein.
This Agreement is between you and the Company only, and does not include any third-party service provider, marketplace provider, or hardware or platform provider such as, but not limited to Apple, Inc. ("Apple"), Google, Inc. ("Google") or Amazon, Inc. ("Amazon"), collectively ("Platform Providers"). The Company, not the Platform Providers, is solely responsible for the Application and its content. Although the Platform Providers are not a party to this Agreement, Platform Providers have the right to enforce this Agreement against you as a third-party beneficiary relating to your use of the Application. In the event that the provisions of this agreement are less restrictive or in conflict with any Usage Rules or Terms of Service provided by any Platform Provider, the terms provided shall control.
The Application is licensed, not sold, to you. 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 use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation and as permitted by the usage rules set forth in any Platform Provider's Terms of Service;
Access, view, 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 Privacy Policy.
You shall not:
Copy the Application or any portion thereof, except as expressly permitted by this license;
Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application 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 Application, including any copy thereof;
Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason;
Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application;
Breach or circumvent any laws, regulations, third-party rights or our systems, policies, or determinations of your account status;
Post, upload, transmit or communicate false, fraudulent, inaccurate, misleading, deceptive, defamatory, or libelous content or information;
Distribute viruses or any other technologies that may cause harm or damage;
Harvest or otherwise collect information about users without their consent.
You are responsible for your account activity, so you must preserve the confidentiality of your username and password.
The Application allows certain users to create, post, upload and/or transmit, including but not limited to photos, text, or other materials ("User Content"). Users are solely responsible for their User Content. You understand that your User Content may be viewable by others. Company is not responsible for User Content, but Company reserves the right, and have absolute discretion, to review, screen and delete User Content at any time and for any reason. By submitting, posting or displaying content on or through the Application, you grant Company a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content in any and all media or distribution methods (now known or later developed).
You are responsible for all dealings and transactions with other users. Company is not a party to any such dealings and transactions and is not responsible for any breach or failure of a party to abide by the party's promises, representations or obligations.
The fees charged for using Company services are listed on the fees page at r8tr.com. Company also makes fee information available on the Application. Company may change fees from time to time by posting the changes at least 10 days in advance, but with no advance notice required for promotions or any changes that result in the reduction of fees.
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 and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein.
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.
The Application is protected by copyright laws and international copyright treaties, as well as other intellectual property laws, trade secrets laws, and treaties. The Application is licensed, not sold. You acknowledge that the Application contains proprietary and confidential information and valuable trade secrets of the Company. Except for the limited license and rights granted to you under the terms of this Agreement, Company retains all right, title, and interest in and to the Application.
The Application may provide you with access to Company's website located at www.r8tr.com and products and services accessible thereon, and certain features, functionality and content accessible on or through the Application may be hosted on the Website. Your access to and use of such content and services are governed by this Agreement and our Privacy Policy.
Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and 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. 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.
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. 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.
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, which Company may do in its sole discretion. 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: (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 of the Application from your Mobile Device and account.
Termination will not limit any of Company's rights or remedies at law or in equity.
THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, 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 APPLICATION, 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.
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.
UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE APPLICATION; (B) THE CONTENT AND SERVICES; (C) YOUR USE OF, INABILITY TO USE THE APPLICATION; (D) THE PERFORMANCE OF THE APPLICATION; OR (E) ANY ERRORS OR OMISSIONS IN THE APPLICATION'S OPERATION. IN NO EVENT WILL TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE UNITED STATES DOLLAR ($1.00).
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS, DEALINGS AND TRANSACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR ABILITIES OF USERS.
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 attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement.
The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You agree to 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. You represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.
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.
This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri 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 Missouri, in each case located in St. Louis County, Missouri.
YOU MAY ONLY RESOLVE DISPUTES WITH COMPANY ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.
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.
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.
The Application and this Agreement may not be assigned, sublicensed, sold, pledged, or otherwise transferred without prior written consent from the Company. Any purported assignment or assumption made in violation of this provision shall be null and void.
You acknowledge that, except for the provisions of Section 1, all other provisions of this Agreement shall survive any expiration or termination of this Agreement.
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