End User License Agreement
This End User License Agreement ("Agreement") is a binding agreement between you ("End
User" or "you") and Direct Offer, Inc. ("Company"). This Agreement governs your use of the
Direct Offer platform on the website and mobile application (including all related
documentation, the "Application"). The Application is licensed, not sold, to you.
BY CLICKING THE "AGREE" BUTTON, DOWNLOADING, INSTALLING, OR USING
THE APPLICATION, 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, INSTALL, OR USE THE APPLICATION.
1.
License Grant. Subject to the terms of this Agreement, Company grants you a
limited, non-exclusive, and nontransferable license to:
(a)
download, install, and use the Application for your personal, non-
commercial use on a single mobile device or web browser device owned or otherwise
controlled by you ("Mobile Device") strictly in accordance with the Application's
documentation.
(b)
access, stream, download, and use on such Mobile Device the Content and
Services (as defined in Section 5) made available in or otherwise accessible through the
Application, strictly in accordance with this Agreement and the Terms of Use applicable
to such Content and Services.
2.
License Restrictions. Licensee shall not:
(a)
copy the Application, except as expressly permitted by this license;
(b)
modify, translate, adapt, or otherwise create derivative works or
improvements, whether or not patentable, of the Application;
(c)
reverse engineer, disassemble, decompile, decode, or otherwise attempt to
derive or gain access to the source code of the Application or any part thereof;
(d)
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;
(e)
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;
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(f)
remove, disable, circumvent, or otherwise create or implement any
workaround to any copy protection, rights management, or security features in or
protecting the Application; or
(g)
use the Application in, or in association with, the design, construction,
maintenance, or operation of any hazardous environments or systems, including any
power generation systems; aircraft navigation or communication systems, air traffic
control systems, or any other transport management systems; safety-critical applications,
including medical or life-support systems, vehicle operation applications or any police,
fire, or other safety response systems; and military or aerospace applications, weapons
systems, or environments.
3.
Reservation of Rights. 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 thereto other than to use the Application in
accordance with the license granted, and subject to all terms, conditions, and restrictions, under
this Agreement. Company and its licensors and service providers reserve and shall retain their
entire right, title, and interest in and to the Application, including all copyrights, trademarks, and
other intellectual property rights therein or relating thereto, except as expressly granted to you in
this Agreement.
4.
Collection and Use of Your Information. You acknowledge that when you
download, install, or use the Application, Company may use automatic means (including, for
example, cookies and web beacons) to collect information about your Mobile Device and about
your use of the Application. You also may be required to provide certain information about
yourself as a condition to downloading, installing, or using the Application or certain of its
features or functionality, and the Application may provide you with opportunities to share
information about yourself with others. All information we collect through or in connection with
this Application is subject to our Privacy Policy [LINK TO MOBILE APP PRIVACY POLICY].
By downloading, installing, using, and providing information to or through this Application, you
consent to all actions taken by us with respect to your information in compliance with the
Privacy Policy.
5.
Content and Services. The Application may provide you with access to
Company's website located at DirectOffer.com, DirectOffer.net and DirectOffer.io,
DirectOffer.eu, DirectOffer.ie, DirectOffer.es, DirectOffer.es, DirectOffer.fr, Direct Offer.ie,
Directoffer.info, Directoffer.mobi, DirectOffer.org, DirectOffer.uk, DirectOffer.biz,
DirectOffers.fr (the "Website") and products and services accessible thereon, and certain
features, functionality, and content accessible on or through the Application may be hosted on
the Website (collectively, "Content and Services"). Your access to and use of such Content and
Services are governed by Website's Terms of Use and Privacy Policy located at [TERMS OF
USE LINK] and [PRIVACY POLICY LINK], which are incorporated herein by this reference.
Your access to and use of such Content and Services may require you to acknowledge your
acceptance of such Terms of Use and Privacy Policy and to register with the Website, and your
failure to do so may restrict you from accessing or using certain of the Application's features and
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functionality. Any violation of such Terms of Use will also be deemed a violation of this
Agreement.
6.
Geographic Restrictions. The Content and Services are provided for access and
use only by persons located in the United States and the European Union markets (the
Territories”). You acknowledge that you may not be able to access all or some of the Content
and Services outside of the Territories 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 Territories, you
are responsible for compliance with local laws.
7.
Updates. Company 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 Company 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:
(a)
the Application will automatically download and install all available
Updates; or
(b)
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 should 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.
8.
Third-Party Materials. The Application may display, include, or make available
third-party content (including data, information, applications, and other products, services,
and/or materials) or provide links to third-party websites or services, including through third-
party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not
responsible for Third-Party Materials, including their accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company
does not assume and will not have any liability or responsibility to you or any other person or
entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely
as a convenience to you, and you access and use them entirely at your own risk and subject to
such third parties' terms and conditions.
9.
Term and Termination.
(a)
The term of Agreement commences when you download or install the
Application or acknowledge your acceptance hereof and will continue in effect until
terminated by you or Company as set forth in this Section 9.
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(b)
You may terminate this Agreement by deleting the Application and all
copies thereof from your Mobile Device.
(c)
Company may terminate this Agreement at any time without notice if it
ceases to support the Application, which Company may do in its sole discretion or
OTHER TERMINATION EVENTS. In addition, this Agreement will terminate
immediately and automatically without any notice if you violate any of the terms and
conditions of this Agreement.
(d)
Upon termination:
(i)
all rights granted to you under this Agreement will also terminate;
and
(ii)
you must cease all use of the Application and delete all copies of
the Application from your Mobile Device and account.
(e)
Termination will not limit any of Company's rights or remedies at law or
in equity.
10.
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,
COMPANY, 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.
11.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF
ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY
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LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE
THE APPLICATION OR THE CONTENT AND SERVICES FOR:
(a)
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.
(b)
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE
EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR 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.
12.
Indemnification. You agree to indemnify, defend, and hold harmless Company
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 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 the content you submit or make available through this
Application.
13.
Export Regulation. The Application may be subject to US export control laws,
including the Export Control Reform Act and its 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 US.
14.
US 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 US
Government or any contractor therefor, 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 US Government licensees and
their contractors.
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15.
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.
16.
Governing Law. This Agreement is governed by and construed in accordance
with the internal laws of the State of Tennessee 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 of the United
States or the courts of the State of Tennessee in each case located in Nashville, Tennessee. You
waive any and all objections to the exercise of jurisdiction over you by such courts and to venue
in such courts.
17.
Limitation of Time to File Claims. 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 CAUSE
OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS
PERMANENTLY BARRED.
18.
Entire Agreement. This Agreement, our terms of use, our privacy policy, and any
other policies referenced or attached to the foregoing constitute the entire agreement between
you and Company with respect to the Application and supersede all prior or contemporaneous
understandings and agreements, whether written or oral, with respect to the Application.
19.
Waiver. No failure to exercise, and no delay in exercising, on the part of either
party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or power hereunder preclude further exercise of that or any other
right hereunder. In the event of a conflict between this Agreement and any applicable purchase
or other terms, the terms of this Agreement shall govern.
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