BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY USING THE APP, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE APP. YOU MAY NOT USE OR ACCESS THE APP IF YOU ARE OUR DIRECT COMPETITOR, OR ACCESSING OR USING THE APP FOR THE BENEFIT OF ONE OF LICENSOR’S DIRECT COMPETITORS.
1. DESCRIPTION AND USE OF THE APP
You or any of your employees, officers, directors or authorized contractors (each a “User”) shall not other than as expressly set forth in this Agreement: (i) use the App or any portion thereof to provide Apps to any third party or for the benefit of any third party (whether by means of a service bureau, by “mirroring” or “framing” any part of the App, or otherwise) or make the App available to anyone other than Users; (ii) copy, modify, create a derivative work of or gain unauthorized access to the App, including without limitation for the purpose of developing a similar or competitive product; (iii) remove, obscure or alter any proprietary notices or labels on the App, or any component thereof; (iv) interfere or attempt to interfere with the integrity or performance of the App, including, without limitation, by means of submitting a virus to the App or Licensor website, or overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the App, Licensor website, or any other host or network; (v) disclose the results of any performance, functional or other evaluation or benchmarking of the App; (vi) use the App to upload, store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (viii) attempt to gain unauthorized access to the App or related systems or networks; or (ix) impersonate any person or entity, including, but not limited to, a Licensor employee, contractor, or falsely state or otherwise misrepresent your affiliation with a person or entity.
If You are accessing and using a beta, pre-release version of the App, You agree to participate in access to and use of the pre-release version of the App conditioned upon your agreement of the following additional terms: the App (a) is under development and is a pre-release version that may contain errors or other bugs and may not work correctly, (b) may change substantially prior to the commercial release and therefore programs that use or run with the App may not work with the commercial release or subsequent releases, and (c) may not be developed for commercial release. You are solely responsible for determining the appropriateness of using the App as described in this Agreement
3. COMPLIANCE WITH LAWS AND REGULATIONS; INDEMNITY
You shall access and use the App only in compliance with all applicable laws and government regulations. You agree to indemnify, defend and hold harmless Licensor, its employees, officers and directors, or users from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable attorneys’ fees) arising from (i) your access to and/or use of the App and/or (ii) your violation of the terms of this Agreement.
The App, and documentation regarding the App, and all copyright, trade secrets, trademarks, patents, patent pending material, and all other proprietary and intellectual property rights worldwide (“Intellectual Property Rights”) in and to the foregoing, are the sole and exclusive property of Licensor. Licensor, its licensors and/or its suppliers reserve all rights not expressly granted to you in this Agreement. The App may contain or be distributed with third-party software covered by an open source software license or other third party software license, and the terms and conditions of this Agreement do not apply to such third-party software. Licensor does not incorporate into the App any third party product, software or other materials for which the Intellectual Property Rights are not owned solely by Licensor or for which Licensor has not properly obtained a license to the Intellectual Property Rights from such third party.
The App is provided to you free of charge, but Licensor may charge for the App in the future.
6. TERM AND TERMINATION
Licensor may terminate this Agreement and your access to and use of the App effective immediately upon written notice to you if you or any User breaches any terms set forth in this Agreement. Upon termination of this Agreement for any reason, all rights granted to you under this Agreement will immediately cease to exist, and you must promptly discontinue all further use of and Licensor will terminate all access to the App by you or any User.
7. DISCLAIMER OF WARRANTIES
THE APP IS PROVIDED “AS IS”, AND MAY BE DISCONTINUED AT ANY TIME BY LICENSOR. LICENSOR, ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES SHALL ARISE BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. LICENSOR, ITS SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE APP WILL MEET YOUR NEEDS, BE ACCURATE, OR BE FREE FROM ERRORS, OR THAT ERRORS WILL BE FIXED OR THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR TIMELY. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMS THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE APP.
8. LIMITATION OF LIABILITY
LICENSOR, ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU, ANY USERS OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST DATA), OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF ANY REMEDY. LICENSOR’S CUMULATIVE LIABILITY FOR ANY AND ALL LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE APP AND/OR FACEBOOK DATA SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100).
The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose
9. DMCA Policy
If you are notifying us of alleged copyright infringement related to this Agreement, the App, or Facebook Data, please be sure to provide the following information in the form required by 17 USC section 512:
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright you are alleging is being infringed.
• A description of the copyrighted work that you allege is being infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• A description of the allegedly infringing material and information sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or an e-mail address;
• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, or its agent, or the law; and
• A statement by you that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed.
• Designated Agent for Notification of Claimed Copyright Infringement
10. MODIFICATIONS TO THE AGREEMENT AND OTHER POLICIES
Licensor reserves the right to change or modify any of the terms and conditions contained in this Agreement, the App or any policy governing the App at any time by posting the new agreement to the App site located at www.thelasvegashalloweenparade.com. You are responsible for regularly reviewing the site. Your continued use of the App following Licensor’s posting of the change(s) will constitute your acceptance of such change(s).
11. MISCELLANEOUS; APPLICABLE LAW AND VENUE