End User License Agreements
iOS Licensed Application - End User License Agreement
This Legal Agreement (this “Agreement”) is between you and Partners In Leadership, LLC (“Licensor” or “PIL”), and not with Apple Inc. (“Apple”). Licensor, not Apple, is solely responsible for any software or application provided by PIL (“Licensed Application”) and the content thereof. Licensed Application as used herein refers to the Application that is subject to the license granted under this Agreement. The Licensed Application and any related documentation is licensed, not sold, to you, subject to the terms and conditions herein. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this Agreement.
PLEASE READ CAREFULLY THE FOLLOWING AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGAL, BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND PIL REGARDING USE OF THE LICENSED APPLICATION PROVIDED BY PIL. BY INSTALLING THE LICENSED APPLICATION, YOU ACCEPT AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT WITH PIL. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, YOU MAY NOT INSTALL, ACCESS, OR USE THE LICENSED APPLICATION.
1. Scope of License. Conditioned upon your acceptance and compliance with the terms and conditions of this Agreement, Licensor grants to you a limited, revocable, non-transferable, non-exclusive, personal, non-sublicensable, non-assignable license to install and use the Licensed Application on a single Apple-branded mobile product running iOS (including but not limited to iPad, iPhone, and iPod touch, or other hardware, software, equipment or device installed on or used in connection with your mobile product) (“iOS Devices”) that you own or control and as permitted by the usage rules set forth in Apple’s App Store Terms and Conditions (the “Usage Rules”).
2. Limitations of Use. This license does not allow you to use the Licensed Application on any iOS Device that you do not own or control, and except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices (iOS Devices or otherwise) at the same time. You may not download or use the Licensed Application in violation of any applicable laws or regulations. You may not give away, rent, lease, lend, sell, transfer, redistribute, or sublicense the Licensed Application and, if you sell your iOS Device to a third party, you must remove the Licensed Application from the iOS Device before doing so. You agree that the Licensed Application contains proprietary information and trade secrets belonging to Licensor. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, you may be subject to prosecution and damages; in addition, any derivative works, improvements, inventions or works developed by you based upon or relating to the Licensed Application involving a breach of this Agreement shall be owned by Licensor.
3. Maintenance; Support; Updates and Upgrades. Neither Licensor nor Apple is obligated to provide any maintenance or support services with respect to the Licensed Application, or to provide you with updates, fixes, modifications, upgrades or services related thereto. However, the terms of this Agreement will govern any updates, fixes, modifications, upgrades or services provided by Licensor in its sole discretion, unless such update, fix, modification, upgrade or service is accompanied by a separate agreement in which case the terms of that agreement will govern.
4. Consent to Use of Data. You agree that Licensor may collect and use technical data and related information (including but not limited to technical information about your iOS Device, system and application software, and peripherals, such as the location of you or your iOS Device, the time You access the Licensed Application or any interface of the Licensed Application) that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
6. Product Claims. You acknowledge that you are responsible for addressing any third party claims relating to your use or possession of the Licensed Application, and agree to notify Licensor of any third party claims relating to the Licensed Application of which you become aware. Furthermore, you hereby release Licensor and Apple from any liability resulting from your use or possession of the Licensed Application and any products provided by Licensor for use or associated therewith, including without limitation, the following: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, privacy or similar legislation.
7. Services; Third-Party Materials. The Licensed Application may enable access to certain Services. Use of the Services requires Internet access and use of certain Services requires you to accept additional terms. By using this Licensed Application in connection with an iTunes Store account, you agree to the latest iTunes Store Terms and Conditions and Usage Rules.
You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that neither the Licensor nor its agents shall have any liability to you for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that neither the Licensor nor Apple, nor their agents, is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Neither the Licensor nor Apple, nor their agents, warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties.
You agree that the Services contain proprietary content, information and material that is owned by Licensor and/or its agents or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party or Apple. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither Licensor nor Apple, nor their agents, is in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to from the iOS Devices are not available in all languages or in all countries or regions. Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Licensor reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Licensor be liable for the removal of or disabling of access to any such Services. Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
8. Proprietary Rights. The Licensed Application is protected by U.S. and international copyright, trademark and other intellectual property rights, statutory and common laws and international treaties. Licensor owns and retains all right, title and interest in and to the Licensed Application and related documentation, including but not limited to all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Licensed Application does not transfer to you any title to the intellectual property in the Licensed Application and you will not acquire any rights in the Licensed Application, except for the limited license expressly granted herein. You may not remove any proprietary notices or labels in connection with the Licensed Application or related documentation. In the event of any third party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party’s intellectual property rights, Licensor, not Apple, will be responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim.
9. Your Representations and Warranties. You represent and warrant that you are authorized to enter into this Agreement and comply with its terms. You represent and warrant that your use of the Licensed Application is lawful and that your continued use of the Licensed Application signals an ongoing assertion of the same. You further represent and warrant that you will at all times comply with your obligations hereunder and any applicable laws, regulations and policies, which may apply to the Licensed Application. You assume full and unlimited liability for any use contrary to this Agreement whether such use has been enacted or caused directly or indirectly by you. You agree to defend, indemnify and hold harmless Licensor from and against any and all liability, loss, costs, or expenses (including without limitation, attorneys’ fees) arising from, related to, or in any way connected with or incurred in connection with your violation or breach of this Agreement or applicable laws, regulations or policies, your use of the Licensed Application or Third Party Materials or Services. Licensor reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any claims against Licensor without the express written consent and approval of Licensor. The indemnity obligations contained herein shall survive the termination of this Agreement.
10. Termination. This Agreement is effective until terminated by you or Licensor. The license granted to you in this Agreement will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this Agreement. You may terminate this Agreement by destroying all copies of the Licensed Application in your possession together with any related documentation. Upon termination of the license, you shall cease all use of the Licensed Application and destroy all copies, full or partial, of the Licensed Application and any related documentation. Licensor reserves the right to seek any and all remedies available at law or in equity in connection with your breach of this Agreement in addition to termination of this Agreement. Sections 2 and 6–18 shall survive the termination of this Agreement.
11. NO WARRANTY. LICENSOR DOES NOT WARRANT THAT THE LICENSED APPLICATION OR SERVICES WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR IOS DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR IOS DEVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT LICENSOR, APPLE, AND THEIR AGENTS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION, AND ANY PRODUCTS PROVIDED BY LICENSOR FOR USE OR ASSOCIATED THEREWITH, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR AND APPLE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LICENSOR AND APPLE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. LICENSOR MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE LICENSED APPLICATION OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE LICENSED APPLICATION OR THIRD PARTY CONTENT AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE LICENSED APPLICATION IS TO UNINSTALL AND CEASE USE OF THE LICENSED APPLICATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, APPLE OR THEIR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION THAT MAY NOT BE LIMITED BY THESE TERMS, PROVIDED HOWEVER, THAT YOU AGREE AND ACKNOWLEDGE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
12. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR OR APPLE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR OR APPLE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s or Apple’s total liability to you for all damages (other than as may be required by applicable law) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails its essential purpose.
13. Export. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries, (b) into any country designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
14. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
15. Governing Law. The laws of the State of California, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws. All actions relating to this Agreement shall be brought exclusively in a competent state or federal court sitting in the Central District of California, and you agree to personal jurisdiction in such courts.
16. Miscellaneous. (a) This Agreement and all the policies referenced herein constitute the entire agreement between Licensor and you concerning the subject matter hereof, subject to any terms of service applicable to services accessed through the Licensed Application, and it may only be modified by a written amendment signed by an authorized executive of Licensor. (b) The section titles in this Agreement are provided solely for convenience and have no legal or contractual significance. (c) The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. (d) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (e) If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof, to be unenforceable, that provision of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties or as necessary shall be deemed severable from this Agreement, and the remainder of this Agreement shall continue in full force and effect. (f) You may not assign your rights under this Agreement to any party.
18. Licensor reserves the right to modify and/or change any of the terms and conditions of this Agreement at any time and without prior notice. If Licensor materially modifies this Agreement, it will post the updated Agreement within the Licensed Application via a hyperlink or by other reasonable means now known or hereafter developed. Licensor will also update the “Last Updated Date” at the end of this Agreement. By continuing to use the Licensed Application after Licensor has posted a modification to this Agreement, you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Licensed Application.
19. Contact Information. If you have any questions, complaints and/or claims, you may contact Licensor at:
Partners In Leadership, LLC
27555 Ynez Road, Suite 300
Temecula, CA 92591
Last updated: November 2018