REEF™ Mobile End User License Agreement
REEF™ Mobile Application End User License Agreement
This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you and REEF Global Inc. (“REEF”). This Agreement governs your use of the REEF™ Mobile application for iOS or Android (including all related documentation, the “Application”). The Application is licensed, not sold, to you. Certain features of this Application may require you to register or provide personal information.
BY CLICKING THE “AGREE” BUTTON, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; 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 OR USE THE APPLICATION.
- Grant of License. Subject to the terms of this Agreement, REEF grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to:
- download, install, and use the Application for your personal, non-commercial use on any mobile device owned or otherwise lawfully controlled by you in accordance with the Application’s documentation; and
- Restrictions on Use. Licensee shall not:
- copy the Application, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works from or improvements to 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;
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
- use the Application for any commercial or business purpose or enterprise;
- use any intellectual property, proprietary information, interfaces of REEF in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application; or
- use the Application while driving or in any hazardous environments.
- Reservation of Rights. REEF reserves all rights that are not expressly granted to you in this Agreement. 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 other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. REEF, and its licensors and service providers, retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, patent, and other intellectual property rights in or relating to the Application.
- Geographic Restrictions. REEF is based in the United States and the Application’s features and functionality, and the Content and Services are 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 features, functionality, or 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.
- Updates. REEF may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, 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 REEF 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 if 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.
- Term and Termination.
- The term of Agreement commences when you download the Application and will continue in effect until terminated by you or REEF as set forth in this Section 9.
- You may terminate this Agreement by deleting the Application and all copies of it from your mobile device(s).
- REEF may terminate or suspend this Agreement or your account at any time without notice if: it ceases to support the Application, which REEF may do in its sole discretion; you misuse or abuse your parking privileges at any parking deck or garage, which REEF shall determine in its sole discretion; or your account becomes past due or your stored payment method expires or is unable to be charged for products or services you attempt to purchase through the Application.
- 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(s).
- Termination of the Agreement will not limit any of REEF’s rights or remedies at law or in equity.
- 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, REEF, 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.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REEF 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 THAT EXCEED THE AMOUNT YOU PAID: FOR THE APPLICATION; OR FOR PRODUCTS AND/OR SERVICES YOU PURCHASED THROUGH 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.
- Indemnification. You agree to indemnify, defend, and hold harmless REEF 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 any content you submit or make available through the Application.
- Export Regulation. The Application may be subject to United States export control laws, including the Export Control Reform Act and 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 United States.
- United States Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the United States Government or any contractor for such an agency, 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 United States Government licensees and their contractors.
- Governing Law and Venue Selection. This Agreement shall be governed by and construed in accordance with the laws of the State of New York 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 or state courts located in New York, New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Class Action Waiver. YOU AGREE THAT NO CAUSE OF ACTION OR CLAIM YOU HAVE UNDER THIS AGREEMENT OR RELATED TO YOUR USE OF THE APPLICATION WILL BE JOINED WITH ANY OTHER PERSON’S CAUSE OF ACTION OR CLAIM. NO CLASS PROCEEDINGS SHALL BE PERMITTED AND YOU WAIVE ANY AND ALL RIGHTS TO PROCEED ON A CLASS OR REPRESENTATIVE BASIS.
- Limitation of Time to File Claims. YOU AGREE THAT, REGARDLESS OF ANY LAW TO THE CONTRARY, 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 DATE ON WHICH THE EVENT UNDERLYING SUCH CLAIM OCCURRED OR IS ALLEGED TO HAVE OCCURRED, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- 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.
- Waiver. Any party’s failure to exercise or delay in exercising any right or any power hereunder shall not operate as a waiver of such right or power. To the extent the terms of any REEF policies or programs conflict with the terms of this Agreement, the terms of this Agreement shall control. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, such provision shall be modified to most closely resemble the intent of REEF, as permitted by applicable law, and all other provisions of this Agreement shall continue in full force and effect.