MOBILE APPLICATION END USER LICENSE AGREEMENT
LAST UPDATED: September 15, 2016
THIS MOBILE APPLICATION END USER LICENSE AGREEMENT (“Agreement”) is a binding agreement between you (“End User”, “you” or “your”) and Expo, Inc. (“Company”). This Agreement governs your use of our Expo Pass mobile application or any mobile application owned by Company and used by you (collectively, the “App”). The App is licensed, not sold, to you.
THIS AGREEMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SEE SECTION 12 (LIMITATION ON LIABILITY), SECTION 13 (LIMITATION ON TIME TO FILE CLAIMS), AND SECTION 19 (DISPUTE RESOLUTION), BELOW.
1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to:
2. License Restrictions. Licensee shall not:
- copy the App, except as expressly permitted by this license;
- modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the App;
- reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App 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 App, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the App or any features or functionality of the App, to any third party for any reason, including by making the App 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 App.
3. Reservation of Rights. You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App under this Agreement, or any other rights thereto other than to use the App 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 App, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6. Geographic Restrictions. The Content and Services are based in the State of Illinois 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.
7. Updates. Company may from time to time in its sole discretion develop and provide App 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 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:
- the App 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 App 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 App and be subject to all terms and conditions of this Agreement.
8. Third Party Materials. The App may display, include or make available third-party content (including data, information, Apps 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 at entirely at your own risk and subject to such third parties’ terms and conditions.
9.Compliance with Laws; Product Not for Resale or Export. End User agrees to comply with all applicable laws and regulations in connection with its use of the App. You represent, warrant and covenant that you will use the App for your own business use only, and that you will not resell or export the App or any associated Content and Services.
10. Term and Termination.
- The term of Agreement commences when you download or install the App or acknowledge your acceptance of this Agreement, whichever occurs first, and will continue in effect until terminated by you or Company as set forth in this Section 10.
- You may terminate this Agreement by deleting the App and all copies thereof from your Mobile Device.
- Company may terminate this Agreement at any time without notice if it ceases to support the App, which Company 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.
- Upon termination:
- all rights granted to you under this Agreement will also terminate; and
- you must cease all use of the App and delete all copies of the App from your Mobile Device and account.
- Termination will not limit any of Company’s rights or remedies at law or in equity.
11. Disclaimer of Warranties. THE APP 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 APP, 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 APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPS, 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.
12. 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 LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP OR THE CONTENT AND SERVICES FOR 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.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.
13. 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 APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14. 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 reasonable attorneys’ fees, arising from or relating to your use or misuse of the App or your breach of this Agreement. Furthermore, you agree that the Company assumes no responsibility for the content you submit or make available through this App.
15. US Government Rights. The App 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 App 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.
16. 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.
17. Equitable Remedies. You acknowledge and agree that your breach of breach or threatened breach of Section 2 (License Restrictions), Section 3 (Reservation of Rights), Section 4 (Collection and Use of Your Information), or Section 9 (Compliance with Laws; App Not For Resale or Export) will cause irreparable harm to the Company for which for which money damages will be inadequate, and that the Company shall be entitled to equitable or injunctive remedies, without waiving any other remedy available in law or equity, in the event of such breach or threatened breach.
18. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule.
19. Dispute Resolution.
- Arbitration. Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, the App, or the downloading, installation, or use of the App, shall be finally resolved by binding arbitration. This agreement to arbitrate applies to, but is not limited to, all disputes arising out of or in connection with the App, including, without limitation, all claims arising under federal, state, or local statutory or common law, including: claims of breach of covenants, breach of contract or breach of the covenant of good faith and fair dealing, tort claims, and any other claims of illegality or breach of any right which a party might hold with respect to the other whether arising out of or in connection with the App, the downloading, installation or use thereof, or otherwise. The arbitration shall be governed in accordance with the laws of the State of Illinois. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in Chicago, Illinois, before a single neutral JAMS arbitrator. After the appointment of the arbitrator, the parties shall have the right to take depositions and to obtain discovery by other means regarding the subject matter of the arbitration as if the matter were pending in the United States District Court for the Northern District of Illinois, although the arbitrator may, for good cause shown, limit the nature and extent of such discovery and establish or modify the schedule relating to any discovery requests or Apps relating thereto. The arbitrator must follow applicable law. The award of the arbitrator shall be conclusive and binding. Judgment on the award may be entered in any court having jurisdiction (which need not be located in Chicago, Illinois). The parties shall maintain the confidential nature of the arbitration proceeding and the arbitrator’s award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court App for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. All fees and expenses of the arbitrators and all other expenses of the arbitration shall be borne by the parties equally (i.e., 50% for each party). The parties are responsible for their own attorney’s fees in connection with the arbitration. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS, INCLUDING THIS AGREEMENT TO ARBITRATE, DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. 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 shall have the power to determine the validity or enforceability of this agreement to arbitrate solely on an individual basis. In the event the prohibition on class arbitration is deemed invalid or unenforceable by a court, then the remaining portions of the arbitration agreement will remain in force. The right to rule on any challenge to the arbitral tribunal’s jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate is reserved to the courts.
- Small Claims Court. Notwithstanding anything in Section 19(a) to the contrary, you may elect to pursue your claim in small claims court of any state, province or jurisdiction of having competent jurisdiction (which court need not be located in Chicago, Illinois), rather than arbitration if you provide us with written notice of your intention to do so; provided that the small claims court proceeding will be limited solely to your individual dispute or controversy. However, if such claim is transferred, removed or appealed to a different court, we may then choose to arbitrate, and you must submit the dispute or controversy to arbitration in accordance with Section 19(a).
- Venue. Subject to Section 19(a), Section 19(b), or Section 19(d), any legal suit, action or proceeding arising out of, or related to, this Agreement, the App, the downloading, installation or use of the App, shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia, in each case located in Chicago, Illinois (and the courts competent to determine appeals from those courts). YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.
- Equitable Relief. Notwithstanding anything to the contrary in Section 19, above, claims for equitable or injunctive relief, may be brought before any federal, state or provincial court sitting in any state, province or jurisdiction having competent jurisdiction (which court need not be located in Chicago, Illinois).
21. 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.
22. Survival. This Section 22 (Survival), and Section 2 (License Restrictions), Section 3 (Reservation of Rights), Section 4 (Collection and Use of Your Information), Section 8 (Third Party Materials), Section 9 (Compliance with Laws), Section 11 (Declaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Limitation of Time to File Claims), Section 14 (Indemnification), Section 17 (Equitable Remedies), Section 18 (Governing Law), and Section 19 (Dispute Resolution) shall survive the termination of these Terms or the agreement for the sale of product between you and us for any reason.