This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Tize Technologies, Inc. (“Accomplice”). This Agreement governs your use of Accomplice, (including all related documentation, the “Application”). The Application is licensed, not sold, to you.
BY DOWNLOADING AND INSTALLING 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 OR INSTALL THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Subject to the terms of this Agreement, Accomplice grants you a limited, non-exclusive and nontransferable license to:
download, install and use the Application for your personal, non-commercial use on a mobile devices owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and
You must not:
copy the Application, except as expressly permitted by this license;
modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of 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; or
remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.
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. Accomplice 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.
The Application may permit you to post, submit, publish, display, or transmit to other users or persons (hereinafter, “Post”) content or other materials (collectively, “User Contributions”) on or through the Application.
All User Contributions must comply with the Content Standards set out in this Agreement.
Any User Contribution you Post to on or through the Application will be considered non-confidential and non-proprietary. By providing any User Contribution on or through the Application, you grant us and affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns.
All of your User Contributions do and will comply with this Agreement.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Tize, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Accomplice is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Application.
Accomplice retains the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Application or the public or could create liability for Accomplice.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Application.
Terminate or suspend your access to all or part of the Application for any or no reason, including without limitation, any violation of this Agreement.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application. YOU WAIVE AND HOLD HARMLESS ACCOMPLICE AND ITS AFFILIATES, BUSINESS PARTNERS, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is Posted on or through the Application, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Accomplice has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Accomplice disclaims any responsibility or liability for copyrighted materials available on or through our Application. Accomplice takes claims of copyright infringement seriously. Accomplice will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Application infringes your copyright, you may request removal of those materials (or access to them) from the Application by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Application, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
Include both of the following statements in the body of the DMCA Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this DMCA Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Our designated Copyright Agent to receive DMCA Notices is:
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
The information presented on or through the Application is made available solely for general information purposes. Accomplice does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Accomplice disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Application, or by anyone who may be informed of any of its contents.
This Application includes content provided by third parties who process, fulfill, or administer transactions for products and services ordered through the Application. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Accomplice, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Accomplice. Accomplice is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
The Content and Services are based in the state of New York in the United States and 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 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.
Accomplice may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and 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 Accomplice 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 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.
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 Accomplice is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Accomplice 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 at entirely at your own risk and subject to such third parties’ terms and conditions.
All purchases or other transactions for the sale of services formed through the Application are governed by our business partner’s Terms of Sale. Our business partners are independent of us, and not our agents. Accomplice takes no responsibility for our business partners’ compliance with any law, rule, or regulation that may be applicable where they provide goods and services. Accomplice further takes no responsibility for any of the purchases or services provided by our business partners, including but not limited to the quality or legality of your purchasing and receiving any of the products and services provided by our business partners. You represent and warrant that all information you have provided regarding your purchase and receipt of such products and services, including, for example, your payment and age information, is true, accurate, and complete. You agree and acknowledge that any purchase or other transaction may be subject to a service fee by Accomplice. Such service fees are final and non-refundable.
Our business partners may have their own refund and cancelation policies for the sale of goods and services formed through the Application. All refunds for any fees owed a business partner is solely the responsibility of the business partner and will be governed by policies of the business partner(s) to the transaction. Accomplice takes no responsibility for the quality or timeliness of the goods and services you receive from our business partners and is not responsible in any way for any claims you may have for any refunds of the goods and services they provide. We are also not responsible for any fees that you may incur due to a cancellation of the services you request through the Application, whether you cancel your transaction through the Application or otherwise. In no event will Accomplice provide refunds for any service fees charged by Accomplice, even if you cancel the associated transaction or otherwise receive a refund from the business partner(s) associated with the transaction.
The term of Agreement commences when you download the Application and will continue in effect until terminated by you or Accomplice as set forth in this Section 14.
You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
Accomplice may terminate this Agreement at any time without notice if it ceases to support the Application, which Accomplice may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
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 and account.
Termination will not limit any of Accomplice’s rights or remedies at law or in equity.
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, ACCOMPLICE, 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, ACCOMPLICE 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.
YOU ACKNOWLEDGE THAT OUR BUSINESS PARTNERS ARE INDEPENDENT OF ACCOMPLICE AND ARE NOT ACCOMPLICE’S AGENTS. ACCOMPLICE IS NOT LIABILE FOR, NOR BOUND BY, ANY ACTS OF OUR BUSINESS PARTNERS OR THE PRODUCTS AND SERVICES THEY PROVIDE.
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.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACCOMPLICE 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: (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; OR (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 ACCOMPLICE 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.
You agree to indemnify, defend and hold harmless Accomplice 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. Furthermore, you agree that Accomplice Technologies Inc. assumes no responsibility for the content you submit or make available through this Application.
The Application may be subject to US export control laws, including the US Export Administration 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.
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.
This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.
All disputes under, concerning or relating to this Agreement shall be resolved by mandatory binding arbitration. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR ACCOMPLICE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”)then in effect, except as modified by this Section 21 (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this section. A single arbitrator will resolve the dispute and shall be selected by mutual agreement of you and Accomplice. If we are unable to agree to an arbitrator, the AAA shall select and appoint the arbitrator. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration shall be conducted in New York, New York or such other location as we may mutually agree upon. All statutes of limitation applicable to any dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the dispute being arbitrated and subject to limitation by the arbitrator to a level commensurate with the amount in controversy and complexity of the issues involved.
YOU AND ACCOMPLICE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 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.
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.
In its sole discretion, Accomplice may from time-to-time revise this Agreement by updating this page. You should, therefore, periodically visit this page to review the terms in this Agreement, so you are aware of any such revisions to which you are bound. Your continued use of the Application after revisions to this Agreement shall constitute your agreement to the revised Agreement. When ordering or purchasing goods and services through this Application, certain provisions of this Agreement may be superseded by expressly designated legal notices or terms of our business partners as described in Section 5.
This Application is provided by:
All other feedback, comments, requests for technical support and other communications relating to the Application should be directed to: Support@accomplice-app.com.
By using the Application, I agree to receive communications from us, including via e-mail, text message, calls, and push notifications. I agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Accomplice, and/or its affiliated companies and business partners, may include but are not limited to: operational communications concerning your account or use of the Application, use of third party services, updates concerning new and existing features on the Application, and communications concerning promotions run by us or our third- party partners. I understand that standard text messaging charges may be applied by my cell phone carrier to text messages Accomplice sends.