GRAY DAWES APPS USER AGREEMENT
IMPORTANT – READ CAREFULLY: “You,” “your,” and “User” refers to the person accessing or using this application. Your use of this application is subject to your acceptance of the terms and conditions set forth herein (the “User Agreement”); BY CLICKING THE “ACCEPT” OR “CONTINUE” BUTTON, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE APPLICATION, YOU AGREE THAT YOUR ACCESS AND USE OF THIS APPLICATION IS GOVERNED BY THE USER AGREEMENT. IF YOU DO NOT AGREE, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE APPLICATION.
1. GENERAL TERMS
a. Grant of Rights. Provided that User is in material compliance with the terms and conditions of the User Agreement, Gray Dawes hereby grants to User, a personal, nonexclusive, nontransferable right to use the application.
b. Permitted Use. User will only use the application in conjunction with Gray Dawes’ services and may not use the application to gain access to the information or systems of a third party unless otherwise agreed to by Gray Dawes in writing. User will, furthermore, comply with instructions and policies regarding the application issued by Gray Dawes from time-to-time and manage application credentials and privileges in a manner to ensure that there is no unauthorized use of the application.
c. Modifications; Reverse Engineering. User agrees that only Gray Dawes and its partners will have the right to alter, maintain, enhance or otherwise modify the application. These modifications may be distributed through pushes to or pulls from the User’s device, and in any case, User will facilitate the installation of such modifications when the modifications are made available by Gray Dawes. User also consents to receiving communications from Gray Dawes and its partners through the application. User will not disassemble, decompile or reverse engineer the application or attempt to do the same, nor will User permit or assist any third party to disassemble, decompile or reverse engineer the application.
d. Material Terms and Conditions. User specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of User to comply with these terms and conditions will constitute sufficient cause for Gray Dawes to terminate the User Agreement. The presence of this Subsection 1.d will not be relevant in determining the materiality of any other provision or breach of the User Agreement by either Party.
e. Reservation of Rights. Gray Dawes and its partners hereby reserves any and all rights not expressly and explicitly granted in the User Agreement.
f. Term. Unless otherwise terminated as set forth herein, the term of this User Agreement will continue until terminated by User or Gray Dawes. User may terminate this User Agreement at any time by discontinuing its use of the application.
g. Representations by User. By agreeing to the User Agreement and/or by using the application, User hereby represents and warrants that all information provided by User during the registration process for the application is true and accurate in all material respects. User further represents and warrants that User has been duly authorized to enter into this User Agreement for and on behalf of any person, company, or other entity specified during the initial registration process for the application. User (or its and the entity User represents) will be solely responsible for the consequences of any incorrectly entered data, and should any User representations be determined by Gray Dawes to be false at any time, Gray Dawes may, in its sole discretion, immediately discontinue User’s access to and disable User’s use of the application without notice and without recourse by User.
2. INTELLECTUAL PROPERTY RIGHTS
a. Title. User and Gray Dawes agree that, as between User and Gray Dawes, Gray Dawes and its partners owns or retains all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the application and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the application, whether made by Gray Dawes or any third party. No title to the application is transferred under this User Agreement and User’s rights granted under this User Agreement are strictly limited.
b. Transfers. Under no circumstances may User sell, licence, publish, display, distribute, or otherwise transfer to a third party the application or any copy thereof, in whole or in part, without Gray Dawes’ prior written consent.
3. DISCLAIMER OF WARRANTIES
THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS AND MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE APPLICATION, DOCUMENTATION AND OTHER FILES ARE PROVIDED “AS IS.” GRAY DAWES AND ITS AFFILIATES, BUSINESS PARTNERS, DISTRIBUTORS AND SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE APPLICATION. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to User. This warranty gives User specific legal rights, and User may also have other legal rights, which vary from jurisdiction to jurisdiction.
4. EXCLUSION OF LIABILITY
IN NO EVENT WILL GRAY DAWES, ITS AFFILIATES, BUSINESS PARTNERS, DISTRIBUTORS OR SUPPLIERS BE LIABLE TO USER OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THE USE OF OR INABILITY TO USE THE APPLICATION, EVEN IF GRAY DAWES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. GENERAL PROVISIONS
a. Modifications. Gray Dawes may alter or revise the terms of this User Agreement by posting or otherwise making the revised terms available to User. If User does not agree with the changes, User’s sole remedy will be to discontinue User’s use of the application.
b. Termination. Without prejudice to any other rights, Gray Dawes may terminate this User Agreement at any time, with or without notice to you. In such event, Gray Dawes may deny access to the application and User must discontinue use of the application. If your use of the application is dependent on an agreement between Gray Dawes and its partner, this User Agreement and your access to the application will automatically terminate on the date such agreement terminates.
c. Severability. Except as otherwise set forth in this User Agreement, the provisions of this User Agreement are severable, and if any one or more such provisions will be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof will not in any way be affected thereby and will nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof will be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
e. Waiver. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein will not constitute or be construed as a waiver of any subsequent or other default.
f. Read and Understood. User hereby acknowledges that it has read and understands this User Agreement and agrees to be bound by its terms.
g. Governing Law and Jurisdiction. Your use of the application and this User Agreement, is governed by UK law. You agree that the courts of the UK will have exclusive jurisdiction. In Gray Dawes’ absolute and sole discretion, a legal action may be brought against any party in breach of this User Agreement, in the UK or the place of breach or the domicile of that party, and, if more than one party, in the domicile of any one of those parties, and all other parties shall submit to that jurisdiction.
h. Headings. The headings to the sections and subsections of this User Agreement are included merely for convenience of reference and will not affect the meaning of the language included therein.