Updated March 26, 2020:
PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT AND TERMS OF SERVICE ("LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING AND/OR USING ANY OF THE APPLICATIONS OWNED BY QUIXI (THE "APPLICATIONS") WHICH ARE COVERED BY THIS LICENSE. BY DOWNLOADING, INSTALLING AND/OR USING THE APPLICATIONS, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATIONS TO WHICH TO THIS LICENSE APPLIES.
1. GENERAL. The term “Applications” refers to and consists of the following: (a) any software code, scripts, interfaces, graphics, displays, text, audio-visual components, documentation and other components comprising the Applications (including those of any of IOTT RIOT, LLC dba “Quixi” third-party licensors); (b) any updates, modifications or enhancements to the items listed in subsection (a), together with any electronic or other documentation and associated materials; and (c) any of the Internet-based, interactive information services, content, and interactive tools provided by Quixi that may be used or accessible by means of the Applications. The Applications covered by this License are licensed, not sold, to you by Quixi (collectively, “we,” “us,” “our”) for your use strictly in accordance with the terms and conditions of this License and the applicable usage rules (the “Usage Rules”) that relate to your mobile device or other computer-based device(each, a “Device”). Such Usage Rules may be established by third party platform or service providers or the third party from whom you are downloading the Applications. Although certain Usage Rules are described in Section 13 of this License, it is your responsibility to determine what Usage Rules apply to your use of the Applications on account of (i) your Device , (ii) the method by which you downloaded, installed or accessed the Applications, or (iii) the third party from whom you downloaded, installed or accessed the Applications.
2. LICENSE GRANT; RESTRICTIONS ON USE; USE OF THE APPLICATIONS.
A. We grant you a revocable, non-exclusive, non-transferrable, limited right and license to access and use the Applications strictly in accordance with this License and any applicable Usage Rules. You shall not:
(a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Applications;
(b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Applications;
(c) violate, or use the Applications or your account therefor to violate, any applicable laws, rules or regulations in connection with your access or use of the Applications;
(d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Quixi or its affiliates, partners, suppliers or the licensors of the Applications or otherwise obscure or modify the manner in which they are displayed by means of the Applications;
(e) install, use or permit the Applications to exist on more than one Device at a time, other than by means of your separate downloads of the Applications, each of which are subject to separate licenses (this restriction does not, however, limit your right to reinstall the Applications on the specific Device for which it was downloaded);
(f) make the Applications available over a network or other environment permitting access or use by multiple users at the same time;
(g) use the Applications for data mining, scraping, crawling, redirecting, or compiling a collection of listings or data for any purpose other than one expressly authorized pursuant to this License;
(h) interfere with any measures designed to control access to the Applications, prevent unauthorized copies thereof, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this License; or
(i) use any proprietary information or interfaces of the Applications or other intellectual property for any purpose not expressly authorized by this License. You recognize that the unauthorized use or disclosure of any of the foregoing may give rise to irreparable injury to Quixi or its licensors or affiliates for which monetary damages may be an inadequate remedy; and you agree that Quixi or its licensors or affiliates may seek and obtain injunctive relief against the breach or threatened breach of your obligations hereunder, in addition to any other legal and equitable remedies which may be available.
B. The Applications may require an Internet connection to access and use parts of the Applications or its Internet-based features, authenticate the Applications, or perform other functions. All Internet connectivity required for you to access and use such Applications functionality are your sole responsibility, and you understand that, if you do not maintain such connectivity, then certain features and functionality of the Applications may not operate properly or at all.
C. You may not use or otherwise export or re-export the Applications except in accordance with this License and as authorized by U.S. law. In particular, but without limitation, the Applications may not be exported or re-exported (a) into (or to a national or resident of) any countries subject to a U.S. embargo or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Table of Denial Orders or Denied Person’s List or Entity List. By using the Applications, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or location, or on any such list.
D. You acknowledge that we may from time to time issue upgraded versions of the Applications, and we may automatically electronically upgrade (or otherwise make available for you to upgrade) the version of the Applications. You consent to such automatic upgrading (if applicable) and agree that this License will apply to all such upgrades (including those made available automatically and those made available through other methods), unless such upgrade is accompanied by a different set of terms. Also, from time to time, without prior notice to you, we may change, expand or improve the Applications. We may also, at any time, discontinue part or all of the Applications or selectively disable certain aspects of or accessibility to portions of the Applications. Any modification or elimination of the Applications will be done in our sole discretion and without any obligation or liability to you.
E. In providing the Applications, subject to the terms of our Terms and Conditions https://quixi.com/terms-and-conditions and the parties Health Insurance Portability and Accountability Act (“HIPAA”) Business Associate Agreement (“BAA”), while we reserve the right to monitor the display, transmission and exchange of material that is accessible by means of the Applications, for purposes of determining that usage of the Applications is in compliance with this License and applicable laws and otherwise, we maintain no obligation do to so except as otherwise determined by us or required by applicable laws. In addition, we maintain an absolute and unconditional right to review and remove material or information accessible by or transmitted through the Applications that, in our sole discretion, violates the law, violates this License, or is otherwise unacceptable.
F. You may be required to register and create an account with us in order to use the Applications and certain features thereof. You represent and warrant that all information provided by you when creating an account is true, accurate and complete and that you will update this information as necessary to ensure that it remains true, accurate and complete. You accept all responsibility for all activities that occur under your account, and you agree to notify us if you are aware of any unauthorized access to your account or if your disclosure of your account information may result in unauthorized usage of the account. In our sole and absolute discretion, and without notice or liability to you, we may terminate your account for any reason.
4. PROHIBITED CONDUCT. You agree that, while using the Applications and/or the various services and features offered on or through the Applications, you shall not:
A. impersonate any person or entity or misrepresent your affiliation with any other person or entity;
B. obtain or attempt to gain unauthorized access to other computer systems, information or any services made available on or through the Applications through any means, or obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Applications;
C. engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other contact or personal information, or any other automatic means of accessing, logging-in or registering on the Applications or for any services available on the Applications, or obtaining lists of users or obtaining or accessing other information or features on the Applications, including, without limitation, any information residing on any server or database connected to the Applications;
D. use the Applications or the services on the Applications in any manner that could damage, disable, overburden, or impair the Applications or such services, or interfere with another party’s use and enjoyment thereof, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
E. use the Applications or the services on the Applications in violation of Quixi’s or any third party’s intellectual property or other proprietary or legal rights;
F. use the Applications or the services on the Applications in violation of any applicable law;
G. attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Applications or any services on the Applications or make any unauthorized use thereof;
H. upload, post, transmit, distribute or otherwise publish to, on or through the Applications, any information, content or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, incendiary, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
I. use the Applications to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;
J. upload, post, publish, distribute or otherwise transmit any information or material which constitutes, contains or disseminates a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind;
K. use, redistribute, republish or exploit any part of the Applications for any commercial or promotional purposes, or contact any other user of the Applications for commercial or promotional purposes, or offer to buy or sell any product or service on or through your activities on Applications; or
L. alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any portions of the Applications (or attempt to do any of the foregoing), including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon.
6. INTELLECTUAL PROPERTY. You acknowledge and agree that all intellectual property rights (including any and all copyrights, patents, trademarks, trade secrets, publicity rights and other intellectual property rights) in and to the Applications and all elements thereof (including, without limitation, all content, design elements, text, graphics, pictures, illustration, animation, video, audiovisual elements, information, applications, software, code, music, sound, look-and-feel, and other files contained therein or related thereto), are the sole property of Quixi, its subsidiaries, affiliates, licensors, suppliers or other third parties. Except as provided herein, you do not possess, and we do not grant to you, any rights (whether by implication, estoppel, or otherwise) in or to any Intellectual Property and all such rights are retained by us and/or other third parties.
7. TRADEMARKS. “Quixi” and all related logos are trademarks and/or registered trademarks of Quixi and/or its licensors. No right, title, license, or interest to any such trademark is granted hereunder, and you agree that no such right, title, license, or interest shall be asserted by you with respect to any such trademark. You agree that you will not use Quixi’s or its licensors’ names or marks or employee names, or adaptations thereof, in any advertising, promotional or sales literature without Quixi’s, or its licensors’ prior written consent. You shall inform Quixi promptly in writing of any alleged infringement of Quixi’s or its licensors’ rights and of any evidence thereof.
8. WARRANTY DISCLAIMER. THE APPLICATIONS (INCLUDING ALL MATERIAL AND INFORMATION THEREOF) IS PROVIDED "AS IS" AND "AS AVAILABLE," AND YOU BEAR THE SOLE RISK AND RESPONSIBILITY OF INSTALLING AND USING IT ON A DEVICE. WE GIVE AND MAKE NO WARRANTIES, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES FOR INFORMATION, DATA OR CONTENT MAINTENANCE OR STORAGE, UPTIME OR UNINTERRUPTED ACCESS, OR ANY WARRANTY OF ACCURACY, CORRECTNESS, PRECISION, TIMELINESS, THOROUGHNESS, COMPLETENESS, USE OR APPLICATION, ADEQUACY OR SUITABILITY. IN ADDITION, WE DO NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR THE INTERNET GENERALLY, IS FREE OF VIRUSES, ERRORS, OR OTHER HARMFUL COMPONENTS. NONE OF OUR CO-VENTURES, AFFILIATES, OR ANY ASSOCIATED PLATFORM AND SERVICE PROVIDERS, MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (A) THE OPERATION OR PERFORMANCE OF THE APPLICATIONS OR ANY THIRD PARTY CONTENT OR SERVICES, (B) THE NATURE, CONTENT OR ACCURACY (EITHER WHEN ACCESSED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY INFORMATION, MATERIAL, APPARATUS OR OTHER PROCESS CONTAINED ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM THE APPLICATIONS (INCLUDING WITHOUT LIMITATION, THOSE ACCESSED USING THIRD PARTY CONTENT OR SERVICES), (C) ANY PRODUCTS OR SERVICES PURCHASED THROUGH USE OF ANY THIRD PARTY CONTENT OR SERVICE, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL IN CONNECTION WITH THE APPLICATIONS, OR (D) THE INTERNET GENERALLY. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS LICENSE CANNOT CHANGE. HOWEVER, TO THE MAXIMUM EXTENT PERMITTED BY LAWS APPLICABLE TO YOU IN YOUR JURISDICTION, WE AND OUR SUPPLIERS, LICENSORS AND THIRD PARTY PROVIDERS EXPRESSLY EXCLUDE THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE APPLICATIONS GENERALLY. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OR ANY OF OUR ASSOCIATED PLATFORM AND SERVICE AND CONTENT PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR USE OF OR INABILITY TO USE THE APPLICATIONS OR THE INTERNET GENERALLY, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUIXI ALSO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR DEVICES OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE APPLICATIONS, OR YOUR DOWNLOADING, ACCESSING OR USING ANY MATERIALS OR CONTENT IN CONNECTION THEREWITH. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE PROTECTED ENTITIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONGST USERS OF THE APPLICATIONS, OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR IN CONNECTION WITH THE APPLICATIONS. YOU UNDERSTAND AND AGREE THAT
(A) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND
(B) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS LICENSE WITHOUT THESE LIMITATIONS ON LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PROTECTED ENTITIES' AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED TEN DOLLARS ($10.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. INDEMNIFICATION. You agree to defend, indemnify and hold us and, as applicable, our parent, subsidiaries, affiliates, partners, officers, directors, agents and employees, licensors, suppliers and third party content providers harmless from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of
(a) your use of the Applications,
(b) your violation of any term of this License or any applicable Usage Rules, or
(c) any information transmitted, submitted or provided by you through the Applications, including your use of the Applications to provide a link to a web site or to upload content or other information using the Applications (including without limitation your Submitted Materials), and, without limitation, our exercise of our rights with respect to such information. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section. You agree not to settle any matter subject to the forgoing indemnification obligations without our express consent and approval.
11. TERMINATION. We may suspend or terminate this License and the rights afforded to you hereunder at any time. We may do so for any or no reason, and with or without prior notice to you, in our sole and absolute discretion. If you fail to comply with this License, then this License and any rights afforded to you hereunder shall terminate automatically. Upon termination, you must stop using the Applications and uninstall it from your Devices.
12. MISCELLANEOUS. Except as expressly stated herein, this License constitutes the entire agreement between you and us with respect to your use of the Applications, and it supersedes and replaces all prior or contemporaneous communications, proposals, understandings or agreement, whether electronic, oral or written, between you and us with respect to your use of the Applications and/or the subject matter of this License. The laws of the United States and the State of Texas shall govern the interpretation of the License and apply to claims for breach of it or any disputes arising out of it, regardless of conflict of laws principles. The parties agree to submit to the jurisdiction of the state and Federal courts, as applicable, located in the State of Texas, Harris County, and in no other court or venue. All disputes arising under this License shall be litigated on an individual basis. There shall be no right or authority for any disputes arising under or in connection with this License to be litigated or arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The court’s authority to resolve such disputes and to make awards is limited to disputes between the parties to this License alone, and is subject to the limitations of liability set forth in this License. Furthermore, disputes brought by either party to this License against the other may not be joined or consolidated in litigation with disputes brought by or against any third party, unless agreed to in writing by all parties. Our failure to exercise or enforce any right or provision of the License shall not constitute a waiver of such right or provision. If any provision of the License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the License shall remain unaffected. Any questions, complaints, or claims with respect to the Application should be directed to us at the following address:
643 Shasta Drive
Encinitas, CA 92024
13. USAGE RULES RELATED TO YOUR DEVICES. If you use an Apple device (including an iPhone or iPad) to access or use the Applications, the following additional terms and conditions apply
A. You acknowledge that this License is between you and us only, and not with Apple, and that Apple is not responsible for the Applications or the content thereof.
B. The license granted to you for the Applications is a limited non-transferable license to use the Applications as permitted by the Usage Rules set forth in the App Store Terms of Service on any Apple Device that you own or control.
C. Third parties, including Apple, Inc., are not responsible for any maintenance, support, intellectual property, product warranty or product claims, whether express or implied by law, for the Applications. You acknowledge that Apple has no obligation to furnish any maintenance and support Applications with respect to any third-party licensed product D. In the event of any failure of the Applications to conform to any applicable warranty, you may notify Apple, and Apple will refund to you the purchase price (if any) for the Applications, but (to the maximum extent permitted by applicable law) will have no other warranty obligation whatsoever with respect to the Applications.
E. You acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the Applications or your possession and/or use of such Applications, including, but not limited to:
(i) product liability claims;
(ii) any claim that the Applications fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
F. You acknowledge that, in the event of any third party claim that the Applications (or your possession and use of the same) infringes that third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such claim.
H. You acknowledge and agree that iTunes, Apple, and Apple's subsidiaries, are third party beneficiaries of this License, and that, upon your acceptance of the terms and conditions of such License, Apple will have the right (and will be deemed to have accepted the right) to enforce it against you as a third party beneficiary.