Unstoppaball iPad App
LICENSED APPLICATION END USER LICENSE AGREEMENT
Last Amended on: _________, 2013
This Licensed Application End User License Agreement (this “Agreement”) is between you and Deloitte Global Services Limited (“Licensor” or “we” or “us”) and governs your use of this program developed by Licensor for specific use with authorized mobile devices (the “Authorized Devices”) and all related upgrades (the “Licensed Application”) and any related content contained in or provided in connection with the Licensed Application (“Content”). Authorized Devices shall include Apple-branded products running iOS (including iPad, iPhone, and iPod touch) or Mac OS, as applicable (“Apple Devices”).
By using the Licensed Application or the Content, you are agreeing to this Agreement. If you do not agree to this Agreement then you are not allowed to use the Licensed Application or the Content and must immediately terminate such usage.
- Licensor Contact Information.
All questions, complaints, and claims with respect to the Licensed Application, the Content, or this Agreement should be directed to:
Name: Bert Raskin
Telephone Number: ______________
2. Representations. You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Licensed Application only for lawful purposes, that you will not violate the rights of others or the terms of this Agreement.
3. Scope of License.
- On the condition that you comply with all your obligations under this Agreement and subject to the other limitations contained herein, Licensor grants you a personal, limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to use the Licensed Application on Authorized Devices and Content, in each case only for noncommercial and informational purposes.
- With respect to any Application created for Apple Devices (e.g., containing iOS), the license granted to you herein for the Licensed Application is limited to a nontransferable license to use the Licensed Application on any Apple Devices that you own or control and as permitted by the usage rules set forth herein and in the Mac App Store, App Store and iBookstore Terms and Conditions (collectively, the “Usage Rules”). This license does not allow you to use the Licensed Application on any Apple Device that you do not own or control, and except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Licensed Application and, if you sell or give your Apple Device to a third party, you must remove the Licensed Application from the Mac Product before doing so. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, you may be subject to prosecution and damages. If there is a conflict between the terms of Usage Rules and terms of this Agreement, then the terms of the Usage Rules shall govern.
- You may not: (i) use the Licensed Application to develop software or services that access the address space of the Licensed Application or that intercept the proxy; (ii) attempt to gain unauthorized access to any of Licensor’s suppliers’, licensors’, and distributors' services, accounts, computer systems or networks associated with the Licensed Application; (iii) resell, lease, sublicense or otherwise attempt to transfer rights to the Licensed Application; (iv) block, disable, or otherwise affect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute an integral part of the License Applications; (v) incorporate, integrate or otherwise include all or any portion of any of the Licensed Application (including the communications protocols) into any software, program or product; (vi) use any of Licensor’s services associated with the Licensed Application in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them; (vii) use the Licensed Application in any way to transmit, directly or indirectly, any unsolicited bulk communications (such e-mails, voice, photos, video, chat or SPIM instant messages); or (viii) 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 any Deloitte Network computer or communications networks. As used herein, “Deloitte Network” means Deloitte Touche Tohmatsu Limited, its member firms, and its and their related entities. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.
- Neither Licensor nor any Supplier has any obligation to provide maintenance and support services or any update, upgrade, enhancement, new functionality, modification, patch, bug fixes, or similar deliverable with respect to the Licensed Application. “Supplier” means any or all of the following: (i) Apple, Inc., (ii) any other software or device supplier, (iii) any mobile access provider (including any airtime service providers and telecommunications carriers), (iv) any distributor, merchant of record, or seller of record of the Licensed Application, or (v) any affiliate of any of the foregoing.
- Any purchases of premium applications through the Apple iTunes App Store will be governed by the iTunes Store Terms of Sale, which you can review at http://www.apple.com/legal/itunes/us/sales.html
4. Certain Intellectual Property Rights.
a. Unless otherwise set forth therein, the Licensed Application and the Content are © 2012. For more information contact Deloitte Touche Tohmatsu Limited.
b. The Licensed Application and the Content are protected by copyright, trademark and other laws of the United States and foreign countries. Licensor reserves all rights not expressly granted in this Agreement, including, title, ownership, Intellectual Property Rights, and all other rights and interests in the Licensed Application and the Content. 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 Licensed Application. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
c. “Deloitte”, “Touche”, “Tohmatsu”, “Deloitte Touche Tohmatsu”, “Deloitte & Touche”, the Deloitte logo, and certain product names mentioned in the Licensed Application and the Content are trademarks or registered trademarks of one or more entities of the Deloitte Network. All other product names mentioned in the Licensed Application and the Content are the trademarks or registered trademarks of their respective owners and are mentioned for identification purposes only.
d. You may not use any trademark, product name, name, or logo referenced above or contained in the Licensed Application or the Content. In addition, you may not remove or alter any trademark, product name, name, logo, copyright, or
her proprietary notices, legends, or symbols in or on any portion of Licensed Application and the Content. Notwithstanding the above, you must replicate all of the foregoing on any permitted copy of the Licensed Application or the Content.
e. For clarification and without limiting the foregoing, you may not use the name “Deloitte”, “Touche”, or “Tohmatsu”, or any combination thereof, or any related name, mark or logo, in any press release, advertisement, or other promotional or marketing material or media, whether in written, oral, electronic, visual, or any other form.
5. Mobile Service; Consent to Use of Data.
You acknowledge you are responsible for (i) complying with any terms and conditions of any applicable mobile access provider or other applicable third party service required to access and use the Licensed Application and (ii) paying all charges and obtaining all necessary permissions related thereto. You agree that Licensor may collect and use technical data, feature usage, and related information, including technical information about your device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates and product support. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. You must notify your mobile access provider immediately if your mobile device is lost or stolen. Licensor cannot be responsible for what happens if your account information (such as stored User IDs and passwords) becomes known to someone else.
6. Limitation of Liability.
a. THE LICENSED APPLICATION AND THE CONTENT ARE PROVIDED AS IS AND AS AVAILABLE, AND LICENSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THEM. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE LICENSED APPLICATION OR THE CONTENT WILL BE SECURE, ERROR-FREE, FREE FROM VIRUSES OR MALISIOUS CODE, OR WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, FUNCTIONALITY, OR QUALITY, AND LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, AND ACCURACY.
b. YOUR USE OF THE LICENSED APPLICATION AND THE CONTENT IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USAGE, INCLUDING WITH RESPECT TO INTERUPTION AND LOSS OF, OR CORRUPTION OF, SERVICE OR DATA. LICENSOR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, RELATING TO THE USE OF THE LICENSED APPLICATION OR THE CONTENT.
c. WITHOUT LIMITING THE FOREGOING, NEITHER LICENSOR NOR ANY OTHER MEMBER OF THE DELOITTE NETWORK IS, BY MEANS OF THE LICENSED APPLICATION AND THE CONTENT, RENDERING PROFESSIONAL ADVICE OR SERVICES. BEFORE MAKING ANY DECISION OR TAKING ANY ACTION THAT MIGHT AFFECT YOUR FINANCES OR BUSINESS, YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL ADVISOR.
d. THE LICENSED APPLICATION MAY CONTAIN APPLICATIONS, FEATURES, COOKIES, BEACONS, INTERFACES, EXTENSIONS, WIDGETS, BUTTONS, TOOLS, LINKS, OR SIMILAR DEVICES (COLLECTIVELY, “LINKS”) THAT LINK TO, OR DOWNLOAD INFORMATION FROM, OTHER RESOURCES MAINTAINED BY LICENSOR. WITH RESPECT TO SUCH RESOURCES, YOU ACKNOWLEDGE THAT CERTAIN ADDITIONAL TERMS AND CONDITIONS MAY APPLY TO SUCH RESOURCES. IF THERE IS A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE TERMS OF SUCH OTHER RESOURCES, THEN THE TERMS OF SUCH OTHER RESOURCE SHALL GOVERN.
e. THE LICENSED APPLICATION MAY CONTAIN LINKS THAT LINK TO, OR DOWNLOAD INFORMATION FROM, RESOURCES MAINTAINED BY THIRD PARTIES OVER WHOM LICENSOR HAS NO CONTROL, INCLUDING, WEBSITES AND OTHER RESOURCES MAINTAINED BY OTHER MEMBERS OF THE DELOITTE NETWORK. WITHOUT LIMITING ANYTHING CONTAINED HEREIN, USE OF SUCH THIRD PARTY RESOURCES MAY REQUIRE YOUR ACCEPTANCE OF ADDITIONAL TERMS OF SERVICE. LICENSOR MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF, OR ANY OTHER ASPECT RELATING TO, THOSE RESOURCES AND YOU ACKNOWLEDGE THAT LICENSOR SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO THOSE RESOURCES.
f. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION 6 SHALL BE APPLICABLE NOT ONLY TO LICENSOR BUT ALSO TO EACH OTHER MEMBER OF THE DELOITTE NETWORK AS WELL AS ANY SUPPLIERS AND ANY DISTRIBUTERS OF ANY OF THE FOREGOING, AND ANY MOBILE ACCESS PROVIDER (INCLUDING ANY AIRTIME SERVICE PROVIDERS AND TELECOMMUNICATIONS CARRIERS).
g. IF ANY OF THE ABOVE LIMITATIONS OF LIABILITY IS INVALID OR UNENFORCEABLE IN ANY JURISDICTION, THEN (I) IN THAT JURISDICTION IT SHALL BE RE-CONSTRUED TO THE MAXIMUM EFFECT PERMITTED BY LAW TO EFFECT ITS INTENT AS NEARLY AS POSSIBLE AND THE REMAINING TERMS SHALL REMAIN IN FULL FORCE AND EFFECT, AND (II) IN EVERY OTHER JURISDICTION ALL OF THESE TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.
This Agreement is effective until terminated by you or Licensor. You may terminate this Agreement by (i) ceasing all use of the Licensed Application and the Content and (ii) destroying all copies, full or partial, of the Licensed Application. Your rights under this Agreement will terminate automatically without notice from the Licensor if you fail to comply with any terms of this Agreement. In addition, Licensor may at any time, with or without cause, terminate this Agreement. Upon termination of this Agreement, you shall cease all use of the Licensed Application and the Content and destroy all copies, full or partial, of the Licensed Application. All sections of this Agreement shall survive termination, except for Section 3a and Section 3b.
You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
9. Use by U.S. Government.
The Licensed Application (and where applicable, the Content) and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States.
10. Acknowledgment; Third Party Beneficiary.
This Agreement is between you and Licensor, and not with any Supplier, and no Supplier has any responsibility, obligation, or liability to you with respect to the Licensed Application and the Content. No Supplier shall be responsible for any claims by you or any third party relating to your possession and/or use of the Licensed Application, including (i) product liability claims, (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection laws or similar legislation, and (iv) claims by any third party that the Licensed Application or your possession and use of the Licensed Application infringes the intellectual property rights of the third party. You and Licensor each acknowledge and agree that: (a) each entity within the Deloitte Network (other than Licensor) and each applicable Supplier is a third party beneficiary of this Agreement, and (b) upon your acceptance of this Agreement, each such Supplier will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third-party beneficiary thereof.
11. General Terms.
a. Entire Agreement. You agree that this Agreement constitutes the full and complete agreement between you and Licensor with respect to the subject matter hereof and supersedes any oral and prior written agreements with respect to its subject matter.
b. Revisions to this Agreement. Licensor may revise the terms of this Agreement (including the Privacy Statement) at any time in Licensor’s sole discretion. Such revised terms shall be effective to you upon posting, unless otherwise explicitly stated by Licensor.
It is your responsibility to be aware of any such revised terms by checking here or in other appropriate places within the Licensed Application. If you do not agree with any terms of this Agreement (as revised from time to time), you can terminate your use of the Licensed Application in accordance with Section 7.
c. No informal waivers, agreements or representations.
No waiver of any breach by you, or of any objection to any act or omission connected therewith, shall be claimed by you or be deemed to constitute a consent to any continuation of such breach, act or omission, unless contained in a writing signed by Licensor.
d. Choice of Law; Waiver of Jury; Equitable Relief.
- Choice of Law; Venue. This Agreement, and all rights and obligations arising from or otherwise relating to this Agreement, shall be governed by, construed in accordance with, and enforced under the laws (both substantive and procedural) of the State of New York, USA (but specifically excluding the United Nations Convention on Contracts for the International Sale of Goods), without reference to principles of conflict of laws. You agree to submit to the exclusive jurisdiction and venue of the federal and state courts situated in New York State with respect to any dispute arising hereunder or in connection with such rights and obligations. Notwithstanding the above, you agree that Licensor shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Waiver of Jury Trial. You hereby agree to irrevocably waive your right to a jury trial in any action, proceeding or counterclaim, whether in contract, statute, tort (including negligence) or otherwise, relating to this Agreement or the subject matter hereof. Licensor agrees to do the same.
- Equitable Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Licensed Application and the Content, or the use or exploitation of the Licensed Application or the Content. You agree that Licensor shall be entitled to injunctive or other equitable relief in order to prevent, mitigate, or remedy the breach or continuing breach of this Agreement.
e. Remedies not exclusive.
Exercise or enforcement of a right or remedy given in this Agreement shall not be considered to be in lieu of enforcement of other rights or remedies otherwise existing at law or equity, unless specifically waived in writing.
If any term of this Agreement is invalid or unenforceable in any jurisdiction, then (i) in that jurisdiction it shall be re-construed to effect its intent as nearly as possible and the remaining terms shall remain in full force and effect, and (ii) in every other jurisdiction all of the other terms of this Agreement shall remain in full force and effect.
g. No construction against the drafter.
If an ambiguity or question of intent or interpretation arises with respect to any term of this Agreement, this Agreement will be construed as if drafted jointly by you and us, and no presumption or burden of proof will arise favoring or disfavoring either you or us by virtue of authorship of any of the terms of this Agreement.
h. Assignment and delegation.
You may not assign or delegate any rights or obligations under the Agreement, and any such purported assignment or delegation shall be ineffective. Licensor may freely assign or delegate all rights and obligations under the Agreement, fully or partially, without notice to you. This Agreement shall be binding upon your and Licensor’s successors and permitted assigns.
i. Relationship of the Parties.
No agency, partnership, franchise, or joint venture is created among or between you or us by this Agreement
To the maximum extent permitted by law, this Agreement is made in the English language only. In the event that Licensor has provided you with a translation of the English language version of this Agreement and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions govern your relationship with us.
- Agreement Headings and Numbering. Paragraph or Section numbers and headings that are used in this Agreement are included for convenience only and, if there is any conflict between any such numbers and headings and the text of this Agreement, the text shall control.
- Including. As used in this Agreement, the word “including” means “including, without limitation,” and the word “include” means “include, without limitation,”.