Licenční smlouva s koncovým uživatelem

1. License Grant

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, non-commercial use on a mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and
• 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.

2. License Restrictions

Except as may be expressly permitted by applicable law or expressly authorized by the Application, you shall not:

• copy the Application, 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, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
• 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 material on the Application;
• use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;
• frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;
• use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application; or
• 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 ("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.

5. Content and Services

The Application may provide you with access to Company's website located at livelycycle.com (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by this Agreement. Your access to and use of such Content and Services may require you to acknowledge your acceptance of this Agreement or to register with the Application, and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality.

6. Geographic Restrictions

The Content and Services are based in the state of Delaware in the United States and provided 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 Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the 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, other error corrections, 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:

• the Application will automatically download and install all available Updates; or
• 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

If the Application contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. 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 third-party websites linked to this Application, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

9. In-Application Purchases

If you purchase an auto-renewing periodic subscription through the Application, your will be billed continuously for the subscription until you terminate it as set forth below. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to follow instructions provided in the Application. This applies even if you have deleted the Application.

10. Pricing

Company may manage, regulate, control, modify, or eliminate some features, content from the Application at any time, with or without notice. Similarly, Company may update the pricing of subscription features, content at any time in its sole discretion, and may add new features, content for additional fees. Company shall have no liability to you or any third party in the event that Company exercises any such rights.

11. Payment of Fees

You agree to pay all applicable fees and taxes incurred by you for usage of the paid Application features. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Application must be accurate, complete, and current. You agree to pay all charges incurred on your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Application at the prices in effect when such charges are incurred.

12. Payment Processors

All financial transactions made in connection with the Application will be processed by a third party in accordance with their respective terms of use, privacy policy, and any applicable payment terms and conditions. We encourage you to learn about the practices of such third party. In no event will Company be responsible for the actions or inactions of any third-party payment processor, including, but not limited to, system downtime or payment service outages.

13. Refund Policy

All payments are nonrefundable. There are no refunds or credits for subscription purchases either fully or partially used. If you cancel your periodic subscription to a paid Application feature or content, you will continue to have access to the feature or content through the end of your current billing period, subject to Section 14 below.

14. Term and Termination

• The term of Agreement commences when you install the Application or acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section 14.
• You may terminate this Agreement by canceling your subscription through AppStore or Google Play (as applicable) and 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 or if you engage in activities that exploit or harm the Application provision, other users, or the provider, such as spreading malware, conducting cyber-attacks, or engaging in harassment of other users or the provider or due to changes in legal or regulatory requirements that necessitate the Application termination. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or if you fail to make any payment due, without any right to refunds.
• Upon termination: all rights granted to you under this Agreement will also terminate; and 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.

15. Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO END USER "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.

16. 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:

• 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.
• 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.

17. 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, including but not limited to the content you submit or make available through this Application.

18. Reliance on Information

The information presented on or through the Application is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Application, or by anyone who may be informed of any of its contents. By using the Application, you agree not to use any information obtained through the Application for diagnostic, preventive, therapeutic, or medical rehabilitation, nursing, or health care decisions and procedures. The Application is not intended for medical diagnosis, care, or as a basis for decisions regarding the health condition. The Application does in no way constitute the provision of healthcare services or medical advice. Do not change your habits or take action based solely on the Application, always contact your physician or other qualified healthcare professional.

19. California Resident

If you are a California resident, in accordance with Cal. Civ. Code Sec. 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

20. Export Regulation

The Application may be subject to US export control laws, including the Export Control Reform 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.

21. US Government Rights

The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

22. 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.

23. Assignment

You shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. Any attempted assignment or transfer in violation of this provision will be null and void. Company may assign its rights and obligations under this Agreement to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without notice to you.

24. Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware 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 Delaware. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

25. 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.

26. Entire Agreement

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.

27. 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.

28. Waiver of Jury Trial

WHERE APPLICABLE, EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

29. Force Majeure

Except for payment of fees, neither you nor the Company shall be liable for failure to perform, or the delay in performance of, any of its obligations under this Agreement if and to the extent that such failure or delay is caused by events beyond its reasonable control, including, but not limited to, acts of the public enemy or a governmental body in its sovereign or contractual capacity, war, fire, floods, natural disaster, strikes, unusually severe weather, outside electrical failure, the limitations or failures of third-party internet service providers or telecommunication providers, the performance or failures of internet service providers, or acts of terrorism, including cyberattacks on Company's computer systems or those of third parties. If so affected, you or the Company shall use commercially reasonable efforts to avoid or remove such causes of non-performance or delay and shall continue performance hereunder with reasonable dispatch whenever such causes are removed or otherwise resolved.

30. Notices

Any legal notice or other communication required or permitted to be made or given by you or the Company pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by email; or (iii) when delivered if delivered personally or sent by express courier service. If by mail, express courier, or personally delivered to the Company's agent at 1209 Orange Street, Wilmington, DE 19801 or if by email to Company email: support@livelycycle.com.

31. Changes to the EULA

We may update this EULA from time to time. If we make changes, we will notify you by email to the email address specified in your account or through a notice in the Application. Your continued use of the Application after we revise this EULA means you accept those changes. The date the EULA was last revised is identified at the top of the page.