This Agreement, referred to as “USER TERMS” covers your use as a User of this copy of LedgerDomain’s software and all affiliated materials, including documentation and information (collectively the “Product”). Scope of this agreement is the licensing (not selling) of the “Product” to You, as the user (either an individual or an entity). LedgerDomain reserves all rights not expressly granted.
ELIGIBILITY AND ENROLLMENT
BY SELECTING THE “ACCEPT” BUTTON, THE USER ACKNOWLEDGES THAT: (1) USER IS 18 YEARS OF AGE; AND (2) USER HAS READ, UNDERSTOOD, AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
Ownership and Copyright of the Software and all copies thereof remain with LedgerDomain and/or its suppliers. The Product is copyrighted and is protected by United States copyright laws and international treaty provisions. Except as expressly provided herein, LedgerDomain does not grant any express or implied right to User under LedgerDomain’s patents, copyrights, trademarks, or trade secret.
LICENSE AND ACCEPTABLE USE
User is entitled to access, download or install, and operate the app solely for the purposes of being a User under this Agreement. User may not sell, license, or transfer the App, or reproductions of the App to other parties in any way.
DISCLAIMER OF LIABILITY AND WARRANTIES
Software under this Agreement is experimental and shall not create any obligation for LedgerDomain to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL LEDGERDOMAIN OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE. IN NO EVENT WILL LEDGERDOMAIN OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM UNAUTHORIZED USE OF THE SOFTWARE OR FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
LIMITATION OF LIABILITY
IN NO EVENT WILL LEDGERDOMAIN BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LEDGERDOMAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL LEDGERDOMAIN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LEDGERDOMAIN PURSUANT TO ANY APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TERM, TERMINATION, AND SURVIVAL
Licensee’s rights with respect to the Software will terminate upon its removal from the APP STORE or their logging out. Confidentiality and privacy obligations, as well as disclaimers of liability and warranties, shall survive the termination of this agreement.
CONFIDENTIALITY AND NON-DISCLOSURE
The User will not disclose Software or any comments regarding Software to any third party without the prior written approval of LedgerDomain. The User will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. The User will not be liable for the disclosure of any confidential information which is in the public domain other than by a breach of this Agreement on user’s part or rightfully received from a third party without any obligation of confidentiality.
FEES AND PAYMENT
There are no license fees for User’s use of the Product under this Agreement. User is responsible for all costs and expenses associated with the use of the Product and the performance of all testing and evaluation activities.
MODIFICATION AND SEVERABILITY
This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement shall be found to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
GOVERNING LAW AND JURISDICTION
Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California and the parties hereby consent to Jurisdiction and venue therein.