License Grant. Subject to the terms of this Agreement, Wildcard grants you a limited, non-exclusive, and nontransferable license to: (a) download, install, and use the App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the App's documentation.
License Restrictions. You will not: (a) copy the App, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof; (d) 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; (e) 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.
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. Wildcard reserves and will retain its 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.
Updates. Wildcard may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, 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 Wildcard 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: (a) the App will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You will 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.
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 Wildcard is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Wildcard 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 entirely at your own risk and subject to such third parties' terms and conditions.
Subscription Terms. You may purchase a subscription to the App by paying a subscription fee plus applicable taxes in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase, or by pre-payment giving you access to the App for a specific time period ("Pre-Paid Period"). Wildcard may from time to time make changes to subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid) and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the App after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect. Your subscription will automatically renew at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period. You may cancel your subscription directly in the app or through Apple/Google app store subscription management. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the App. We do not provide refunds or credits for any partial subscription periods.
Term and Termination. (a) The term of Agreement commences when you download the App and will continue in effect until terminated by you or Wildcard as set forth in this Section 8; (b) you may terminate this Agreement by deleting the App and all copies thereof from your Mobile Device; (c) Wildcard may terminate this Agreement at any time without notice. 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: (i) all rights granted to you under this Agreement will also terminate; and (ii) 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 Wildcard's rights or remedies at law or in equity.
Disclaimer of Warranties. THE APP IS PROVIDED TO END USER ON A STRICTLY "AS IS" BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WILDCARD, 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, WILDCARD 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.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WILDCARD 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: (a) 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; (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APP.
Indemnification. You agree to indemnify, defend, and hold harmless Wildcard 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, including but not limited to the content you submit or make available through this App.
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.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the App will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Austin and Travis County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder will operate as a waiver thereof, nor will 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 will govern.
Apple App Store Specific Terms and Conditions. Any capitalized terms not defined in this Agreement will have meanings ascribed to them in the Apple Media Services Terms and Conditions.
Acknowledgement: Wildcard and you acknowledge that this Agreement is concluded between Wildcard and you only, and not with Apple; and that Wildcard, not Apple, is solely responsible for the App and the content thereof. Wildcard acknowledges that this Agreement does not provide for usage rules for the App that are in conflict with the Apple Media Services Terms and Conditions as of the Effective Date (which Wildcard acknowledges it has had the opportunity to review).
Scope of License: The license granted to you for the App must be limited to a non-transferable license to use the App on any Apple-branded Products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
Maintenance and Support: Wildcard is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Wildcard and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Warranty: Wildcard is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. This Agreement provides that, in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Wildcard’s sole responsibility.
Product Claims: Wildcard and you acknowledge that Wildcard, not Apple, is responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App’s use of the HealthKit and HomeKit frameworks. This Agreement does not limit Wildcard’s liability to you beyond what is permitted by applicable law.
Intellectual Property Rights: Wildcard and you acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third-party’s intellectual property rights, Wildcard, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Legal Compliance: You hereby represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Developer Name and Email: The Wildcard name and email address to which your questions, complaints or claims with respect to the App should be directed: Wildcard Software LLC, firstname.lastname@example.org.
Third-Party Terms: You agree to comply with all applicable third-party terms of this Agreement when using the App.
Third Party Beneficiary: Wildcard and you hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against the you as a third-party beneficiary thereof.