Mobile Application End User License Agreement

This Mobile Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Metonymy, Inc. ("Company"). This Agreement governs your use of the Markr Mobile App (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY DOWNLOADING AND INSTALLING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 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 THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

  1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to:
    1. download, install and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and
    2. access, stream, download and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
  2. License Restrictions. Licensee shall not:
    1. copy the Application, except as expressly permitted by this license;
    2. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
    3. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
    4. 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;
    5. 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, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
    6. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application
  3. Reservation of Rights. 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, and subject to all terms, conditions and restrictions, under this Agreement. 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 or relating thereto, except as expressly granted to you in this Agreement.
  4. Collection and Use of Your Information. 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. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. 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 agree to the terms of the Privacy Policy and consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  5. Content and Services; Terms of Use. The Application provides you with access to products and services, and certain features, functionality and content accessible on or through the Application (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by this Agreement, including following terms of use (“Terms of Use”):
    1. Accessing the Content and Services; Account Security. We reserve the right to withdraw or amend the Content and Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Content and Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Content and Services to users. You are responsible for ensuring that all persons who access the Application through your mobile device are aware of these Terms of Use and comply with them. To access the Content and Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application that all the information you provide is correct, current and complete. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and is for non-commercial use only. You agree not to provide any other person with access to the Application using your user name, password or other security information. You will notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable the Application, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
    2. Intellectual Property Rights. The Content and Services (including but not limited to all information, software, text, displays, images, logos, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Content and Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Content and Services, except as necessary to use the Application or to take such actions as enabled by any social media features provided by the Application. You must not use any of the Content and Services separately from the accompanying text, or delete or alter any copyright, trademark or other proprietary rights notices from the Contents and Services. If you wish to make any use of the Content and Services other than that set out in this section, please address your request to service@markr.is. No right, title or interest in or to the Content and Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Content and Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
    3. Trademarks. The Company name, the term Markr, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners. You may use such marks only as allowed by the Application. Any other use of such marks is prohibited.
    4. Prohibited Uses. You may use the Application and the Content and Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Application or the Content and Services:
      • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries) or any contractual duty of yours.
      • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
      • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Company’s Content Standards as set forth below.
      • To transmit, post, or procure the sending of, any advertising or promotional material without our prior written consent, including any "spam" or any other similar solicitation.
      • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
      • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Application, or which, as determined by us, may harm the Company or users of the Application or expose them to liability.
      Additionally, you agree not to:
      • Use any robot, spider or other automatic device, process or means to access the Application for any purpose, including monitoring or copying any of the Content and Services.
      • Use any manual process to monitor or copy any of the Content and Services for any other unauthorized purpose without our prior written consent.
      • Use any device, software or routine that interferes with the proper working of the Application.
      • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful
      • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Application, the server on which the Content and Services are stored, or any server, computer or database connected to the Application.
      • Otherwise attempt to interfere with the proper working of the Application.
      • Reverse engineer the API or any of the Application(s).
    5. User Contributions. The Application contains interactive features that allow users to post, upload, submit, publish, display or transmit to other users or other persons ("post") content or materials (collectively, "User Contributions") on or through the Application. All User Contributions must comply with the Content Standards set out in this Agreement. Any User Contribution will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and, our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. You represent and warrant that: 1) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and 2) all of your User Contributions comply with this Agreement. You are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Application.
    6. Monitoring and Enforcement; Termination. We have the right to:
      • Remove or refuse any User Contributions for any or no reason in our sole discretion.
      • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.
      • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
      • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Application.
      Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review all User Contributions, and cannot ensure prompt removal of objectionable material after it has been posted by or through the Application. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
    7. Content Standards. These content standards apply to any and all User Contributions and use of the Application. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
      • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
      • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
      • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
      • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement or our Privacy Policy.
      • Be likely to deceive any person
      • Promote any illegal activity, or advocate, promote or assist any unlawful act.
      • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
      • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
      • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
      • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
      • Provides links to external sites that violate any of the above.
    8. Copyright Infringement. If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
    9. Links from the Application. The Application contains features with links to social media and other sites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the features or content of these third party websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  6. Geographic Restrictions. The Company is based (and the Application and Content and Services are provided) in the state of Illinois in the United States for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Application and Content and Services outside of the United States and that access may not be legal by certain persons or in certain countries. If you access the Application or Content and Services from outside the United States, you are responsible for compliance with local laws.
  7. Updates. 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, including related documentation, "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. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
    1. the Application will automatically download and install all available Updates; or
    2. you may receive notice of or be prompted to download and install available Updates.
    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. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
  8. Third Party Materials. The Application may display, include or make available third-party content (including data, logos, images, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("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. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.
  9. Term and Termination
    1. The term of Agreement commences when you download and install the Application and will continue in effect until terminated by you or Company as set forth in this Section 9.
    2. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
    3. 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.
    4. Upon termination:
      1. all rights granted to you under this Agreement will also terminate; and
      2. you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
    5. Termination will not limit any of Company's rights or remedies at law or in equity.
  10. Disclaimer of Warranties. 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. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
    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.
  11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
    1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
    2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
    THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
  12. Indemnification. 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 reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that Company assumes no responsibility for the content you submit or make available through this Application.
  13. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall 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 shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.
  14. Severability. 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.
  15. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois 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 Illinois in each case located in Chicago and Cook County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  17. Entire Agreement. This Agreement, Website Terms of Service 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.
  18. Waiver. 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. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.