SOBRO END-USER SOFTWARE LICENSE AGREEEMENT
Storebound LLC, Revised April 2019
The following constitutes the agreement (the “Agreement”) between Storebound LLC (“Storebound”) and you (“User”) regarding your use of your use of the accompanying Storebound mobile application and its underlying software (collectively, the “Software”) and any associated documentation.
By clicking “I agree,” installing, downloading, or otherwise using the Software, including use by an employee, agent, independent contractor or any other party under control of the User, the User is confirming that it has read and understands this Agreement and the User agrees to be bound by the terms of this Agreement. If the User does not agree to these terms, the User may not install or use the Software.
GRANT OF LICENSE. Subject to the terms of this Agreement, Storebound grants to the User a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to install and use this Software. This license allows use of the Software by one (1) user on a single computing device (including, but not limited to, a laptop, tablet, smart phone, or the like) at any one time. This license shall become effective upon installation of the Software and shall remain in effect unless terminated as provided herein. Storebound reserves for itself all other rights and interest not explicitly granted under this Agreement.
TITLE AND OWNERSHIP. Storebound retains all right, title, and interest in the Software, and no title to or ownership of the Software or any of its parts is transferred to the User. Title to all applicable rights in the Software, including but not limited to patents, copyrights, trademarks, and trade secrets, shall remain with Storebound, with any licensing rights in any software included in or with the Software ("Sublicensed Software") being owned by its respective manufacturer, vendor, or supplier.
OTHER RIGHTS AND LIMITATIONS. The User may not copy, modify, rent, lease or distribute this Software, or create derivative works based on this Software, in whole or in part, in any form or any medium. The User may not sublicense, encumber, or otherwise transfer this Software, in whole or in part, without the prior written approval of Storebound. The User may not reverse engineer, decompile, or disassemble the Software. The User may not remove any notices of Storebound or the vendors of the Sublicensed Software relating to copyrights, trademarks and other proprietary rights on any materials provided to the User pursuant to this Agreement. The User may not copy or distribute any written materials accompanying the Software. Notwithstanding the foregoing, the User hereby assigns all intellectual property rights to any modification made to the Software by the User or a third party to Storebound as the sole owner and the User agrees to execute any documents necessary to perfect such rights in Storebound. The obligations in this section shall survive termination of this Agreement.
Storebound is under no obligation to provide any support, maintenance, updates, modifications or customization to the Software under this EULA, including upgrades or future versions of the Software and/or any components thereof, to the User or to any other party. Storebound reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software or any associated service (or any part thereof) with or without notice. You agree that Storebound shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Software or any associated service. Storebound reserves the right to change, limit usage of, charge for continued usage of (requiring the User to opt in before incurring any charges), and/or discontinue any service at any point in time.
INTELLECTUAL PROPERTY. All intellectual property rights (including copyrights) in and to the Software, any accompanying printed or electronic materials, all copies of the Software, and any derivatives, improvements, advancements, or modifications to the Software are owned at all times by Storebound. All intellectual property rights in and to any non-personal data (including the type of device used, the device unique ID, the IP address of the device, the device’s operating system, the type of Internet browser used, unique device identifiers, diagnostic data, and any user-generated data that does not include personally identifiable information that can be used to contact or identify the User) is the sole property of Storebound, and Storebound hereby grants the User a license to use such data as necessary to operate the Software in accordance with the Software’s intended use. If Storebound’s ownership of such data is barred or limited by local law, Storebound shall own such data to the extent permitted by the local law. For any remaining User data not owned Storebound, Storebound shall have a perpetual, unlimited, irrevocable, transferable, and sublicensable license to such data.
CONFIDENTIALITY. This Software contains proprietary information and trade secrets of Storebound. The User agrees to hold such items confidential and this obligation shall survive termination of this Agreement. The User agrees not to sell, disclose or otherwise make the Software, or any part of it, available to any other entity. The User's obligation of confidentiality does not extend to any information relating to the Software which is in the public domain or which enters the public domain by reason of acts or failures to act not attributable to the User.
BREACH OF OBLIGATIONS. If the User breaches any of the terms of this Agreement, Storebound shall provide the User with written notice thereof and the User shall then have ten (10) days to cure the breach. If the User fails to cure the breach, Storebound shall have the right to terminate this license upon written notice to the User, whereupon the User shall immediately and permanently remove the Software from any and all devices, destroy all documentation provided with the Software and certify in writing to Storebound that the removal of the Software from the User’s devices and the destruction of all associated documentation has been accomplished. The obligations in this section shall survive termination of this Agreement.
DISCLAIMER OF WARRANTY. THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE RELATED DOCUMENTATION) IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTIBLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT STOREBOUND OR ITS SUPPLIERS, LICENSORS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSITITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OF LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION FOR INFRINGEMENT. Storebound will indemnify, defend, and hold harmless the User from any claim that the Software, where properly licensed, infringes the intellectual property rights of a third party, provided that Storebound is given prompt written notice of any such proceeding. The User is obligated to participate in the defense of any such suit or proceeding; agrees to be represented by counsel of Storebound's choosing, and will not make any settlement in such suit without prior written consent of Storebound. If Software is determined to infringe, Storebound shall, at its option, either (1) obtain the right for the User to continue using the Software; (2) modify or replace the Software to make it non-infringing; (3) refund the price paid for the Software, less reasonable depreciation; provided, however, that in no event shall Storebound's total liability exceed the limitations stated in the LIMITATION OF LIABILITY section of this Agreement.
The User agrees to defend Storebound from any and all claims which result from the User's breach of the terms and conditions of this Agreement, and pay any and all damages and expenses (including attorney's fees of Storebound and third parties) in connection therewith.
LIMITATION OF LIABILITY. IN NO EVENT WILL STOREBOUND OR ITS SUPPLIERS OR LICENSORS BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USER’S USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN ANY CASE, STOREBOUND’S AND ITS SUPPLIERS’ AND LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THE SOFTWARE (IF ANY). SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO IN THOSE STATES OR JURISDICTIONS, THE ABOVE LIMITATION OR EXCLSUION MAY NOT BE APPLICABLE.
GENERAL. This Agreement is governed by the laws of the State of New York in the United States of America, without giving effect to the principles of conflict of laws. Each provision of this agreement is severable. If a provision is found by a court of competent jurisdiction to be unenforceable, this finding does not affect the enforceability of the remaining provisions, terms, or conditions of this Agreement. This Agreement is binding on successors or assigns. No delay or omission by either party to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of this agreement will impair any such right or power or be construed to be a waiver thereof with respect to a current or future non-compliance or default. Unless provided for otherwise in a separate, written software licensing agreement between the parties, this Agreement contains the entire agreement between the User and Storebound with respect to the use this Software.