Please read these Terms of Service (the “Agreement”) carefully. By clicking in the relevant box and/or continuing to download, install, or use the Services (as defined below), you consent to this Agreement.
This Agreement is between you and Squawkin, Inc. (“Squawkin” or “we”) concerning your use of (including any access to) the Squawkin software application currently available at www.squawkin.com (together with any materials and services available therein, and successor application(s) thereto, the “Services”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Squawkin through the Services, or otherwise made available to you by Squawkin. Your use of the Services is governed by this Agreement regardless of how you access the Services, including through the Internet, through Wireless Access Protocol (commonly referred to as “WAP”), through a mobile network or otherwise.
The Services are not directed to individuals under the age of thirteen (13), and these individuals are not permitted to download, install, access, or use the Services. BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE (A) OVER THE AGE OF THIRTEEN (13) AND (B) OF LEGAL AGE (OR YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT) TO ENTER INTO THIS AGREEMENT.
Changes. We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “LAST UPDATED” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.
- No Access to Emergency Services. The Services may offer certain voice transmission services, but the Services does not support or carry emergency calls (for example, “911” calls) to any type of law enforcement agency, fire department, medical facility or any other kind of emergency service. The Services are not a replacement for a traditional landline telephone or mobile phone, and will not enable you to contact emergency services or identify your physical location to emergency responders if you need emergency assistance. Squawkin is not required to offer emergency services pursuant to any applicable law, and you hereby waive any and all claims, damages or losses against Squawkin and its Affiliated Entities (as defined in Section 14) arising from or relating to the use of the Services to make or attempt to make such emergency calls.
- Jurisdictional Issues. The Services are controlled or operated (or both) from the United States, and is not intended to subject Squawkin to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so.
Without limiting the foregoing, if you use the Services to communicate with individuals outside the U.S., you are responsible for ensuring that such communications comply with applicable local laws, rules and regulations, including the European Union Directive and other privacy or other laws. We may limit the Services' availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
- Rules of Conduct. In connection with the Services, you must not:
- Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; or (e) related to or consist of unsolicited or unauthorized advertising, promotional material, junk mail, spam, pyramid scheme material, or any other form of solicitation.
- Post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Use the Services for any purpose that is fraudulent or otherwise tortious or unlawful.
- Engage in behavior (for example, username squatting) that would infringe, violate or misappropriate any copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Harvest or collect information about users of the Services.
- Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by creating multiple or mass accounts or hacking any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Services.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Squawkin’s express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Services.
- Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services
into any product or service, without Squawkin’s express prior written consent.
- Systematically download and store Services content.
- Use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services, without Squawkin’s express prior written consent.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.
Products. The Services may make available listings, descriptions and images of goods or services or related coupons or discounts (collectively, “Products”), as well as references and links to Products. Such Products may be made available by Squawkin or by third parties. Squawkin may receive consideration from third parties for making available through the Services
listings, descriptions or images of Products, but that does not imply Squawkin’s endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product (including the validity of any coupon or discount) is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any Product.
Registration; User Names and Passwords. You will need to register to use the Services. You may not register for multiple or mass accounts for disruptive or abusive purposes or any other purposes inconsistent with the letter or spirit of this Agreement. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Squawkin, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Services account.
Submissions. Services users may make available certain information, content and other materials (each, a “Submission”) through or in connection with the Services, including on user profiles or on or through the Services’ interactive services (such as groups, crowds, and other forums, and location data functionality and “Squawk,” texting, image sharing, video conferencing, voice transmission, and other messaging functionality). Squawkin has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Services or otherwise, such Feedback will be deemed a Submission. You acknowledge and agree that such Feedback is not confidential and that your provision of such Feedback is gratuitous, unsolicited and without restriction and does not place Squawkin under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision of them through and in connection with the Services, are complete and accurate and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to
attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they are submitted through or in connection with the Services. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose.
Squawkin's Proprietary Rights. The Services are licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Squawkin to use the Services, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the Services on a mobile device, tablet, or personal computer that you own or control. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the Services and remove (that is, uninstall and delete) the Services from your mobile device, tablet and/or personal computer.
Our trade names, trademarks and service marks include SQUAWKIN, SQUAWK, and any associated logos. All trade names, trademarks, service marks and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
Third Party Materials; Links. Certain Services functionality may make available access to information, content, software, and other materials, including Submissions, made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by Squawkin with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that Squawkin does not endorse any of the products or services listed on such sites.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS END USER LICENSE AGREEMENTS, TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
DISCLAIMER OF WARRANTIES. THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND ANY PRODUCTS AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SQUAWKIN AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).
While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at firstname.lastname@example.org with a description of such alteration and its location on the Services.
LIMITATION OF LIABILITY. SQUAWKIN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, SQUAWKIN WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF SQUAWKIN FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SQUAWKIN TO USE THE SERVICES AND TEN DOLLARS (US$10). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SQUAWKIN AND THE AFFILIATED ENTITIES.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Squawkin and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Services (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.
Termination. This Agreement is effective until terminated. Squawkin may terminate or suspend your use of the Services at any time and without prior notice, including if Squawkin believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and Squawkin may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 3, 4, 5, 8, 9, and 12 through 22 will survive any expiration or termination of this Agreement.
Governing Law; Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its principles of conflicts of law, and regardless of your location. Any dispute, claim or cause of action arising out of or relating to this
Agreement will be resolved by you and Squawkin by binding arbitration in Los Angeles, California. The arbitration will be administered by JAMS, and there will be a single arbitrator. The award of the arbitrator will be binding and may be entered as a as a judgment in any court of competent jurisdiction. All participants will hold the content and result of the arbitration in confidence, each of whom will be bound by an appropriate confidentiality agreement. Notwithstanding the foregoing dispute resolution procedure, in the event of an actual or threatened breach of this Agreement, or any actual or threatened infringement of the intellectual property rights Squawkin and the Affiliated Entities, Squawkin may seek equitable relief in any court of competent jurisdiction (including restraining orders, or other temporary or permanent injunctive relief) without submitting to such dispute resolution procedure.
Information or Complaints. If you have a question or complaint regarding the Services, please send an e-mail to email@example.com. You may also contact us by writing to Squawkin Support 556 S. Fair Oaks Ave, Ste. 101 Unit 327 Pasadena, CA 91105. Please note that email communications are not always secure; so please do not include credit card information or sensitive information in your emails to us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445- 1254 or (800) 952-5210.
Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through on in connection with the Services infringe your copyright, you (or your agent) may send to Squawkin a written notice by mail, e-mail or fax, requesting that Squawkin remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Squawkin a counter- notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Squawkin’s DMCA Agent as follows: by mail to 556 S. Fair Oaks Ave, Ste. 101 Unit 327, Pasadena, CA 91105; or by e-mail to firstname.lastname@example.org.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.
Miscellaneous. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Squawkin. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated
herein, is the entire agreement between you and Squawkin relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Squawkin relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting through the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Squawkin will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Services compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the Services. Apple is not providing any warranty for the Services except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Services and will not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Services, including any third-party product liability claims, claims that the Services fail to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Services, including those pertaining to intellectual property rights, must be directed to Squawkin in accordance with the “Information or Complaints” section above. The license you have been granted herein is limited to a non-transferable license to use the Services on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Services, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Squawkin’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.