This End User License Agreement (“Agreement”) governs your download, installation and use of the mobile application (“Licensed Application”) provided by PRIOS, LLC (“PRIOS,” “we” or “us”), located at One Glendinning Place, Westport, Connecticut 06880.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE LICENSED APPLICATION. BY ACCEPTING THESE TERMS WHEN YOU DOWNLOAD OR INSTALL THE LICENSED APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND OUR TERMS OF SERVICE, WHICH ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND OUR TERMS OF SERVICE, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE LICENSED APPLICATION. In the event of any conflict between this Agreement and the Terms of Service, the Terms of Service shall prevail.
This Agreement is a binding agreement between you and PRIOS, and you acknowledge that Apple Inc. is not a party to this Agreement. PRIOS and its licensors are solely responsible for the Licensed Application and the content thereof, not Apple Inc.
IF YOU RESIDE OUTSIDE THE UNITED STATES, ADDITIONAL TERMS AND CONDITIONS MAY BE APPLICABLE TO YOU THAT EITHER SUPPLEMENT OR REPLACE CERTAIN PROVISIONS IN THIS AGREEMENT. PLEASE REVIEW THE END OF THIS DOCUMENT TO DETERMINE WHETHER ANY ADDITIONAL TERMS AND CONDITIONS APPLY TO YOU.
1. Ownership; Scope of License to the Licensed Application. The Licensed Application is licensed, not sold, to you. PRIOS, and its licensors, own all right, title and interest in and to the Licensed Application, including all copyright and other intellectual property rights therein. PRIOS reserves all rights not expressly granted to you. Subject to the terms and conditions of this Agreement and the Terms of Service, PRIOS grants you a limited, revocable, nonexclusive, nontransferable, nonsublicensable license so long as PRIOS permits you to access or use the Licensed Application to download, install and use the Licensed Application on certain iOS products (each, a “Device”) that you own or control and solely as permitted by the Usage Rules set forth in the App Store Terms of Service (the “Usage Rules”). Any PRIOS software that updates, supplements or replaces the original Licensed Application is governed by this Agreement unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.
2. License Restrictions. The preceding states the entirety of your rights with respect to the Licensed Application and PRIOS reserves all rights in and to the Licensed Application not expressly granted to you in this Agreement or the Terms of Service. The license granted to you in Section 1 does not allow you to use the Licensed Application on any Device you do not own or control. Unless stated in this Agreement or otherwise by PRIOS, nothing in this Agreement shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication or otherwise.
4. Support Services. PRIOS is not obligated to provide any support or maintenance services for the Licensed Application at this time. If you have any questions regarding the Licensed Application, please refer to the Support option in the Licensed Application menu or contact PRIOS at firstname.lastname@example.org. Alternatively, you may call PRIOS at (203) 226-3030. Apple Inc. has no obligation whatsoever to furnish any support or maintenance services with respect to the Licensed Application.
5. Product Claims. PRIOS, not Apple Inc., is responsible for addressing any questions, comments or claims relating to the Licensed Application or your possession and use of the Licensed Application, including, but not limited to, (a) product liability claims; (b) any claim that the Licensed Application fails to conform to the applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. If you have any questions, please contact PRIOS at email@example.com, or you may call PRIOS at (203) 226-3030.
6. No Warranty. IN ADDITION TO DISCLAIMERS SET FORTH IN THE TERMS OF SERVICE, PRIOS DISCLAIMS ALL WARRANTIES (EXPRESS AND IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE LICENSED APPLICATION AND ITS PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. PRIOS SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF, OR INABILITY TO USE, THE LICENSED APPLICATION OR FOR ANY LOSS OF DATA. PRIOS DOES NOT REPRESENT OR WARRANT THAT THE LICENSED APPLICATION WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS (COLLECTIVELY, “Faults”) OR IN A SECURE MANNER OR THAT ANY FAULTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PRIOS OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY. IN THE EVENT THAT THE LICENSED APPLICATION IS DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
APPLE INC. HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE LICENSED APPLICATION OR ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE OF THE LICENSED APPLICATION.
The laws of some states or jurisdictions do not allow the exclusion of implied warranties. To the extent that those laws apply to you, the exclusions set forth above may not apply to you.
7. Indemnification. In the event of any claim that the Licensed Application, or your possession or use thereof, infringes any intellectual property rights of a third party, you agree to contact PRIOS promptly and directly, and Apple Inc. will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property claim. You will cooperate with the PRIOS Parties (as such term is defined in the Terms of Service) in defending such claims. The PRIOS Parties shall have control of the defense or settlement of any third party claims. This indemnity is in addition to, and not in lieu of, any indemnities set forth in any other agreement between you and PRIOS, including the Terms of Service.
8. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PRIOS PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR DOWNLOAD, INSTALLATION OR USE OF THE LICENSED APPLICATION (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM PRIOS, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PRIOS’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE PRIOS PARTIES, WHETHER IN CONTRACT ARISING OUT OF OR IN ANY WAY RELATED TO THE LICENSED APPLICATION EXCEED $50.00 USD.
The limitations set forth in the paragraph above will not limit or exclude liability of the PRIOS Parties for the gross negligence, fraud, intentional misconduct or for any other matters in which liability cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
9. No Export. You may not use or otherwise export or re-export the Licensed Application or any content contained therein, except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application or any content was obtained. In particular, but without limitation, the Licensed Application and the content contained therein may not be exported or re-exported to (a) any U.S. embargoed countries; or (b) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
10. Legal Compliance. By accepting this Agreement upon your download, install and use of the Licensed Application, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with all applicable laws, rules and regulations, including, but not limited to, U.S. export control laws.
11. Commercial Items. If acquired by any agency of the U.S. Government, such agency acknowledges that (a) the Licensed Application constitutes “commercial computer software” or “commercial computer software documentation” for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (b) such agency’s rights are limited to those specifically granted under this Agreement.
12. Third Party Beneficiaries. Apple Inc. and Apple Inc.’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple Inc. will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. You will comply with all applicable third party terms.
13. Termination. Notwithstanding anything contained in this Agreement, PRIOS reserves the right, without notice and in our sole discretion, to terminate your right to access or use the Licensed Application, and to block or prevent your future access to and use of the Licensed Application.
14. Severability. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
15. Contact. If you have any questions, complaints or concerns regarding the Licensed Application or this Agreement, please contact PRIOS at:
Attn: Legal Dept.
One Glendinning Place
Westport, CT 06880
Telephone: (203) 226-3030
Special Provisions Applicable to Certain Users Residing Outside the United States
If you reside in the following countries and if the Licensed Application was offered to you in those countries, please review these Special Provisions Applicable to Users Residing Outside the United States (“Special Provisions”). These Special Provisions apply in addition to, or in some cases in lieu of certain sections of, the End User License Agreement. All capitalized terms not defined in these Special Provisions shall have the meaning given to them in the End User License Agreement.
1. For Users in the United Kingdom.
2. For Users in Germany.
The following provision is added to the end of Section 6 (No Warranty): Notwithstanding the foregoing, warranties disclaimed in this Section 6 are disclaimed only to the fullest extent permitted by applicable law and you are entitled to all statutory warranty rights under applicable law.
Section 7 (Indemnification) will be deleted in its entirety.
Section 8 (Limitation on Liability) is deleted in its entirety and replaced by the following: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRIOS PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF SOME OF THE PRIOS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Where permitted by applicable law, material damages and pecuniary loss due to negligent breach of essential contract obligations are limited to foreseeable damages typical of the contract at the time of conclusion and any limitations or exclusions applicable to PRIOS also apply to the personal liability of PRIOS’ employees, legal representatives and vicarious agents. THE TOTAL LIABILITY OF THE PRIOS PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $50.00 USD OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES. The limitations set forth in this Section 15 will not limit or exclude liability for (a) gross negligence, fraud, intentional misconduct, (b) death or personal injury caused by negligence, gross negligence, fraud, intentional misconduct, or (c) any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow (x) the exclusion or limitation of incidental and consequential damages, or (z) limitations on certain liability under product liability law so the above limitations or exclusions may not apply to you.
The following new Section 14 (Governing Law) applies: Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws in the country in which you reside. Users will benefit from any mandatory provisions of the law of the country in which you reside. Nothing in this Agreement affects your rights as to rely on mandatory provisions of the law of the country in which you reside.