TERMS OF USE AGREEMENT

 

 

This Terms of Use Agreement (this “Agreement”) is a legal agreement between you and SQR Systems (“ SQR,” “we,” “us” or “our”) regarding SQR’s Ceerus application (the “ App”) which you have chosen to download from the Google Play store website (the “Google Site”) or from the Apple App store website (the “Apple Site”).

 

The procedures for modifying or changing this Agreement in the future are discussed in Section 8.

 

1.         Your Use of the App.

 

This App permits you to access the SQR communications service “SQR Services”) that SQR may make available from time to time from your mobile device  (collectively, “Device”).  Once you download the App onto your Device and accept this Agreement, you may use the App to use the SQR Services. We do not currently charge a fee for the App (in addition to the subscription fee for the SQR Services), but we reserve the right to do so in the future.

 

2.         License Grant.

 

We grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive license to install and use App on any Device that you own or control solely:  (a) for your personal use in connection with using the SQR Services; and (b) as permitted by the Google/Apple Terms of Service.  This Agreement will also govern any software upgrades provided by SQR that replace and/or supplement the original App, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.   Google/Apple has no obligation to provide you with any updates, maintenance or support services for the App.

 

3.         License Restrictions and Usage Rules.

 

3.1       License Restrictions.  

 

(a)             You may not use the App on any Device that you do not own or control, and you may not distribute or make the App available over a network where it could be used by multiple devices at the same time.  

 

(b)            You may not rent, lease, lend, sell, redistribute, loan, translate, merge, adapt, vary, or sublicense the App.

 

(c)             You may not copy (except as expressly permitted by this Agreement and the usage rules described in Section 3.2), decompile, reverse engineer, disassemble , attempt to derive the source code of, modify or create derivative works of the App, any updates or any part thereof, except to the extent that:

 

(i)                   such actions cannot be prohibited because they are essential for the purposes of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities is used only for the purposes of achieving inter-operability of the App with another software program; is not unnecessarily disclosed or communicated without our prior written consent to any third party; and is not used to create any software that is substantially similar to the App;

(ii)                 any foregoing restriction is permitted by applicable law; or

(iii)                as may be permitted by the licensing terms governing use of any open sourced components included with the App).  You represent and warrant that you will use the App, the SQR Services in accordance with all applicable contracts, laws, rules and regulations.

 

3.2       Usage Rules.  You acknowledge that the App contains security technology that limits your usage of the App to the following applicable usage rules.  Whether or not the App is limited by security technology, you agree to use the App in compliance with the applicable usage rules:

 

(a)        your use of the App is conditioned upon your prior acceptance of the terms of this Agreement;

 

(b)        you will not attempt to, or encourage or assist any other person to circumvent or modify any security technology or software that is part of the Service;

 

(c)        you will not use the App or the SQR Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously.

 

(d)        the delivery of the App does not transfer to you any promotional use rights in the App;

 

(e)        you shall comply with all technology control or export laws and regulations that apply to the technology used or supported by the App; and

 

(f)        you shall be able to manually sync the App from at least one authorized device to devices that have manual sync mode, provided that the App is associated with an Account (as defined in the Google/Apple Terms of Service) on the primary Play store/iTunes authorized device, where the primary Play store/iTunes-authorized device is the one that was first synced with the device, or the one that you subsequently designate as primary using Play store/iTunes.

 

4.         Open Source Licenses.

 

The App may contain open source software components, each of which has its own copyright notice requirements and own applicable license conditions.  These components are subject to the terms of third party open source licenses and not to the terms of this Agreement.  A list of these components and the licenses that cover them can be found at  www.ceerus.com/third-party-licences. If any such license requires us to deliver the source code for such component to you, we shall do so upon request at a nominal fee.

 

5.                 Termination and Survival.

 

If you breach this Agreement, we may immediately terminate this Agreement, but all provisions of this Agreement except Section 2 (“License Grant”) will survive termination and continue in effect.  

 

Upon termination of this Agreement for any reason (i) all rights granted to you under this Agreement shall cease and you must immediately cease all activities authorised by this Agreement, including your use of any SQR Services; and (ii) you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control.

 

6.         License to SQR.

 

By using the App to view digital content on your Device, you agree to grant, and thereby grant, to us a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, non-revocable, worldwide license to copy, modify, and otherwise use such content to make the SQR Service available to you and for our general business purposes.  You hereby acknowledge and agree that the use of the SQR Service is sufficient consideration for the grant of this license to us.

 

7.         Proprietary Rights.

 

We reserve all intellectual property rights in the App anywhere in the world, except for the rights expressly granted in this Agreement.  You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the App.  This license does not grant you any right to use the trademarks, service marks or logos of SQR or its licensors.

 

You acknowledge that you have no right to have access to the App in source-code form.

 

8.         Modification of this Agreement.

 

Because of changes in technology and the growth and development of our business, or for other business reasons, we may need to modify this Agreement from time to time.  If we modify the Agreement, we will post a notice on the SQR website located at  www.sqrsystems.com and we will alert you by email if you have given us your email address.  You must click to accept the new agreement before you may continue to use the App.  It is therefore important that you register with us and notify us if you change your email address.  If you do not provide us with a current email address, you should regularly review this Agreement to ensure that you are informed of any changes.

 

9.          Disclaimer of Warranty.

 

TO THE EXTENT PERMITTED BY LAW THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SQR AND SQR’S DISTRIBUTORS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES THAT THE APP IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE AND NON-INFRINGING.  YOU ACKNOWLEDGE THAT THE APP HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE APP MEET YOUR REQUIREMENTS.  SQR AND SQR’S DISTRIBUTORS AND LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APP, OR THAT THE OPERATION OF THE APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SQR SHALL CREATE A WARRANTY.  

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES.  IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, THIS DISCLAIMER MAY NOT APPLY TO YOU.

 

10.       Limitation of Liability.

 

10.1            Nothing in this agreement shall limit or exclude our liability for:

(i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any other liability that cannot be excluded or limited by applicable law.

 

10.2            Subject to the provisions of section 10.1 above:  We only supply the App for domestic and private use. You agree not to use the App for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

 

10.3            EXCEPT AND TO THE EXTENT AS REQUIRED BY APPLICABLE LAW, SQR AND ITS DISTRIBUTORS, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS (COLLECTIVELY, THE “ SQR GROUP”) WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE APP, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.   SQR’S COLLECTIVE AND AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN contract, tort (including negligence) or otherwise, WILL NOT EXCEED THE SUBSCRIPTION FEE YOU PAID FOR THE CALENDAR MONTH PRECEEDING THE DATE UPON WHICH THE CLAIM AROSE.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES.  IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

 

 11.       Export Controls.

                                            

You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained.  In particular, but without limitation, you may not export or re-export the App:  (a) into any United States embargoed countries; or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce Denied Person’s List or Entity List.  By using the App, you represent and warrant that:  (i) you will not use the App or SQR Services for any purpose prohibited by United States law, including without limitation, the development, design, manufacture or production of nuclear missiles or chemical or biological weapons; (ii) you are not located in a country that is subject to a United States government embargo or has been designated by the United States government as a “terrorist supporting” country; and (iii) you are not listed on any United States government list of prohibited or restricted parties.

 

12.       U.S. Government End-Users.

 

The App and any 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 in this Agreement.  Unpublished rights are reserved under the copyright laws of the United States.

 

13.       Injunctive Relief.

 

We will have the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third-party rights.

 

14.       Choice of Law, Jurisdiction and Venue.

 

Any dispute or claim arising out of or in connection with this agreement (INCLUDING BUT NOT LIMITED TO ANY NON-CONTRACTUAL DISPUTES OR CLAIMS) shall be governed by and construed in accordance with the law of England and Wales.  THE CONVENTION FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY.

 

YOU AND WE irrevocably agree that the courts of England and Wales shall have NON-exclusive jurisdiction to settle any dispute or claim (INCLUDING WITHOUT LIMITATION ANY NON-CONTRACTUAL DISPUTES OR CLAIMS) arising out of or in connection with this agreement.

 

15.       Entire Agreement. 

 

This Agreement constitutes the entire agreement between you and us regarding the use of this App and supersedes any prior or contemporaneous understandings and agreements between you and us related to its subject matter.

 

16.        Section Titles. 

 

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

 

17.       Non-Waiver. 

 

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

 

18.       Severability. 

 

The parties agree that each provision of this Agreement is intended to be construed to be enforceable to the fullest extent possible.  If any provision or part of a provision of this Agreement is held to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any remaining provisions.

 

19.       Assignment.

 

You may not assign your rights under this Agreement to any third party; we may assign your rights under this Agreement without condition.

 

20.              Third Parties

 

Nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement.