INFINITE MIND
MOBILE APP AND WEB APP
END USER LICENSE AGREEMENT
AND
TERMS OF USE
IMPORTANT – READ CAREFULLY BEFORE PROCEEDING. YOUR USE OF ANY MOBILE APP OR WEB APP, SOFTWARE AND/OR PRODUCTS AND RELATED PROCESSES, FEATURES OR SERVICES AVAILABLE ON OR THROUGH THE WATTSON MOBILE APP OR WEB APP IS CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE FOLLOWING AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE AGREE BUTTON AS MAY BE DESIGNATED BY IM TO SHOW THESE TERMS AND/OR TO INSTALL, ACCESS OR USE ANY MOBILE APP AND/OR WEB APP PROVIDING AN IM PRODUCT, SERVICE OR FEATURE OR ANY RELATED SOFTWARE (COLLECTIVELY “IM SYSTEM”), YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT.
YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE IM SYSTEM AND ANY ASSOCIATED SERVICES UNLESS AND UNTIL YOU AGREE TO THIS AGREEMENT AND ANY OTHER RULES OR POLICIES THAT IM MAY CREATE AND MAKE AVAILABLE THROUGH THE IM SYSTEM FROM TIME TO TIME.
You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself or your enterprise (“You” or “you’) and you agree your login/registration data is current, complete, and accurate. This Agreement will commence on the date that you access or complete the installation of the IM System, whichever is sooner, (the “Effective Date”).
1. IM AND ITS IM SYSTEM. You are entering into an agreement with Infinite Mind, LC, doing business as Infinite Mind (“IM” or “Company”). The Infinite Mind system shall include, but not be limited to, a mobile application (“mobile app”), a related website and website application (“web app’) and any and all associated components, software, data gathering, host and processing services (collectively “IM System”).
2. TITLE. The IM System is a proprietary product including copyrighted, trade secret and/or patentable components and for which U.S. patent is or may be pending as labeled, if any. The Company shall retain all right, title, and interest in all components of the IM System and in all intellectual property rights therein or thereto.
Your use of the IM System is by subscription lease/use license only. Particular costs of and payment for subscription, if any, shall be agreed upon in a separate agreement and transaction.
In order to provide some versions of the IM System at no monetary charge to the user, you agree that advertising by third-parties, such as Google AdMobs and other advertising, may be displayed in connection with your use of the IM System.
Subject to IM’s ownership, no license or other rights of any kind are granted or conveyed except for the limited use license expressly provided herein.
Under this Agreement you only receive access to the IM System. You shall not offer, loan, transfer, encumber, sell, or otherwise dispose of any copy or piece of the IM System you receive, whether software or application or data access, to any third party without having received prior written authorization from IM. If you do so without IM’s permission, the transfer will be deemed void.
3. LIMITED USE LICENSE. IM hereby grants to you a limited, nonexclusive, non-transferable, non-sublicensable license to use, display, execute, and perform the IM System during the term of this Agreement as instructed by IM’s directions and specifications of use on compatible computing devices/systems you may own or control.
This license does not grant you any right to use any intellectual property of IM including its trademarks or copyrighted works except to inform others of your use of the IM System.
4. RESTRICTION ON USE. You agree that you will not and that you will not permit or allow any other person, directly or indirectly to (a) copy, reproduce, modify, redistribute, sublicense, transfer, rent, lease, sell, resell, lend, assign, publish, transmit, or create derivative work(s) of any component of or all of the IM System, (b) disclose or otherwise disseminate, exploit or make available any component of or all of the IM System to any third party in any form; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the IM System; or (d) post, cast or otherwise make the IM System available over a computer network where it could be used by devices of unlicensed third-parties.
You agree that you will not remove, conceal, or otherwise change any copyright, trademark, patent or other proprietary notice or source identifier contained in or associated with the IM System.
5. UPDATES OF THE IM SYSTEM. During the term of this Agreement, IM may, in its sole discretion, develop updates and may notify you that it has released an updated version of the IM System (the “Updated IM System”). You may acquire access to the Updated IM System as directed by IM and may use the Updated IM System instead of the prior version. Any Updated IM System will also be considered “IM System” for purposes of this Agreement. IM reserves the right at any time and from time to time to supplement, add, change, modify, alter, or discontinue temporarily or permanently any and all functionality or features of the IM System with or without notice. You agree that IM shall not be liable to you for any modification, suspension or discontinuance of the IM System or any features or functions of the IM System. If IM is required due to any third-party rights to modify the IM System you agree to discontinue use of any prior version of the IM System and commence using a modified version of the IM System as directed by IM.
6. TERMINATION. This Agreement and the limited license granted hereunder shall terminate immediately if you breach any term or condition hereof. In the event of a termination of this Agreement, you agree to discontinue all use of the IM System, promptly return, destroy or have destroyed all copies of or access to the IM System, and upon request from IM certify in writing to IM that such discontinued use, return or destruction has taken place.
7. DISCLAIMER OF WARRANTIES. You acknowledge that the IM System provided may contain bugs and errors. The IM System is provided to you “as is” and any use of the IM System is at your own risk. To the extent legally permitted under the applicable law, IM disclaims all warranties, whether express, implied, or statutory, including without limitation, any implied warranties of title, non-infringement of third-party rights, merchantability, or fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you.
8. LIMITATION OF LIABILITY. You agree that to the extent legally permitted under the applicable law, IM shall not be responsible for any loss or damage to you or others caused by failure of the IM System to function. In no event will IM be liable for any special, consequential, exemplary, incidental, or indirect damages (including, without limitation, those resulting from lost profits, cost of substitute goods, lost data or play interruption) in connection with the use of the IM System or in connection with any other claim arising from this Agreement, even if IM has been advised of the possibility of such damages. You agree that IM shall not be liable for third-party privacy claims such as those described in section 9. You agree that the aggregate liability of IM arising from or relating to this Agreement and the IM System, regardless of the form of action or claim (e.g., contract, warranty, tort, strict liability, negligence, fraud or other legal theory) is limited to the amounts paid by you to IM during the six month period preceding the event giving rise to liability.
You further agree that IM shall not be subject to any liability caused by you if you use the IM System beyond the limited, licensed use provided herein.
To the extent the IM System or your use of the IM System integrates any lawful, inbound marketing and/or sales platform that helps you or IM attract visitors, convert leads, close customers, create content, share social media, automate workflow, seek, utilize cookies and their features and functions (such as identifying, gathering, storing and accessing device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with use of the IM System, including, as applicable, information about end users’ options for cookie management); generate and/or capture leads, manage customer relationships, map sales pipeline, track performance, harvest marketing data, conduct promotional campaigns and the like (“Marketing Strategies”), you agree and consent to such Marketing Strategies and agree that IM shall not be liable to you for any benefit IM or another derives from Marketing Strategies.
You acknowledge and agree that IM through the IM System will be gathering your input, performance and progress data associated with your use of the IM System. The gathering of your input, performance and progress data is required in order for IM to assess, instruct, report, and assist you to achieve the learning and improvement objectives associated with the features and functionality of the IM System.
9. HOLD HARMLESS AND INDEMNITY. Notwithstanding the capability of the functionality of the IM System, you agree that you will not use the IM System or any IM System feature to access, view, acquire, gather, store, process or otherwise manipulate any data of a person or entity protected by privacy or other laws, unless expressly authorized by the respective person or entity. If you improperly access, view, acquire, gather, store, process or otherwise manipulate any data of a person or entity protected by privacy or other laws without authorization from such person and/or entity (“Unauthorized Use”) you agree to hold the Company harmless and agree to defend and indemnity the Company against any action or claims and resulting liability and damages, if any, brought,, sought or obtained by a third-party arising out of the Unauthorized Use.
10. GENERAL PROVISIONS.
10.1 Feedback. In the event that you provide Company with feedback regarding the use, operation or functionality of the IM System (“Feedback”), including but not limited to information about operating results, known or suspected bugs, errors or compatibility problems, or desired features or functions, you hereby assign to IM all rights without limitation to implement, exploit, incorporate and monetize any idea or invention provided in Feedback into the IM System and agree that IM shall own all rights in all embodiments and intellectual property of technology suggested or derived from Feedback.
10.2 Governing Law, Venue and Arbitration. This Agreement shall be governed by the laws of the State of Utah without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and IM agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in Utah and the federal courts located in the district in Utah where IM has its principal place of business. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. A party may initiate arbitration through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. You acknowledge that any breach of this Agreement by you would cause irreparable injury to IM for which monetary damages would not be an adequate remedy and, therefore, IM will be entitled to seek injunctive relief (including specific performance) in any court of competent jurisdiction without first pursuing arbitration.
10.3 Severability; Language. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will remain in full force and effect. The parties of this Agreement have expressly required that the present Agreement be drawn up in the English language.
10.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.5 Entire Agreement. This Agreement and any terms whether express or implied included in the IM System itself as to data gathering, advertising or in-IM System purchases constitutes the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged (which, in the case of the IM, shall require the signature of a duly authorized officer of the IM).