Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User License Agreement:
- Application means the software program provided by the Company downloaded by You to a Device, named Creative Force
- Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to CreativeForce.io, Inc, 237 A St. PMB 48388, San Diego, CA 92101.
- Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
- Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
- Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
- You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
BY CHECKING THE "I AGREE" BOX, DOWNLOADING OR USING THE APPLICATION, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE "I AGREE" BOX, DO NOT DOWNLOAD OR DO NOT USE THE APPLICATION. IF YOU ARE USING THE APPLICATION ON BEHALF OF A CORPORATE CUSTOMER OF THE COMPANY (“CUSTOMER”), YOU REPRESENT THAT YOU ARE DULY AUTHORIZED BY THE CUSTOMER TO ACCESS AND USE THE APPLICATION.
This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company. If you are using the Application on behalf of a Customer, this Agreement as well as your use of the Application shall be subject to the terms of the Software as a Service Agreement (the “SaaS Agreement”) and the Data Processing Agreement (the “DPA”) entered into between the Customer and the Company.
The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement, the SaaS Agreement and the DPA (if applicable).
Scope of License
The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application for internal use only and strictly in accordance with the terms of this Agreement, the SaaS Agreement and the DPA (if applicable).
You agree not to, and You will not permit others to:
- Use the Application beyond the scope of the license granted above.
- Sublicense, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
- Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application or any part thereof.
- 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, alter or obscure any proprietary rights notices (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
- Use the Application for purposes of competitive analysis of the Application or the development of a competing software product or service.
You expressly understand and agree that You are solely responsible for the Content (including any entries and information you transmit through the Application) and for all activity that occurs under your account, whether done so by You or any third person using your account.
You may not transmit any Content that is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
- Content that is unlawful or promoting unlawful activity.
- Content that is defamatory or discriminatory, or offensive, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
- Spam, machine – or randomly – generated Content that constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
- Content containing or installing any viruses, worms, malware, trojan horses, or Content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
- Content infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
- Content violating the privacy of any third person.
- Content containing false or misleading information.
The Company reserves the right, but not the obligation, to, disable, delete or remove any objectionable Content. The Company may also limit, suspend or terminate Your use of the Application if You post such objectionable Content.
As the Company cannot control all Content posted by You and/or third parties on the Application (engaged, authorized or provided access by You), you agree to use the Application at your own risk. You understand that by using the Application You may be exposed to Content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any Content, including any objectionable Content, errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content.
In registering or logging into your account on the Application (“Account”), you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) of legal age to form a binding contract (but no less than eighteen (18) years old or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence); and (2) not a person barred from using the Application under the laws of the United States, your place of residence or any other applicable jurisdiction. You may not share your Account or password with anyone, and you agree to (1) notify the Company immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Application. You agree not to create an Account using a false identity or information.
You acknowledge 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 to the Application other than to use the Application in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. The Company reserves and shall retain its entire right, title, and interest in and to the Application and all intellectual property rights arising out of or relating to the Application, subject to the license expressly granted under this Agreement.
If You send or transmit any communications or materials to the Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Application, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), the Company is free to use such Feedback and You hereby assign to the Company, all right, title, and interest in, the Feedback and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
Updates to the Application
Updates to the Application
The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
Maintenance and Support
Except as otherwise set forth in the SaaS Agreement, the Company does not provide any maintenance or support for the download and use of the Application
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.
You must comply with applicable third parties' terms and conditions when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.
The Company may terminate or suspend Your license to use the Application immediately upon: (a) the expiration or termination of the SaaS Agreement between Company and Customer; (b) Your ceasing to be an Authorized User (as defined in the SaaS Agreement); or (c) Your material breach of this Agreement which (if curable) is not cured within fifteen (15) days of written notice to You.
Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device.
Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
The Company agrees to indemnify You and hold You harmless from any third-party claim including reasonable attorneys' fees, due to or arising out of Company’s gross negligence or willful misconduct, provided that You may not settle any claims against the Company unless the Company consents to such settlement, and further provided that the Company will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any third party claim or demand, including reasonable attorneys' fees, due to or arising out of Your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation or infringement of any right of a third party.
EXCEPT FOR ANY LIMITED WARRANTIES SET FORTH IN THE SAAS AGREEMENT, (I) THE APPLICATION IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (II) THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. (III) THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE APPLICATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, VIRUSES OR ERROR FREE.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.
Limitation of Liability
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF YOUR USE OF THE APPLICATION IS SUBJECT TO A SAAS AGREEMENT AND/OR A DPA, YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THOSE AGREEMENTS INCLUDING ANY RIGHTS TO ENFORCE ANY OF THEIR TERMS. ANY OBLIGATION OR LIABILITY THE COMPANY OR ITS AFFILIATES MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE APPLICATION SHALL BE SOLELY TO THE CUSTOMER PURSUANT TO THOSE AGREEMENTS AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
Severability and Waiver
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Governing Law; Equitable Relief
You agree that the Governing Law and Equitable Relief provisions of the SaaS Agreement will apply to this Agreement.
The Agreement (and the SaaS Agreement and DPA, if applicable) constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.