Infolio End User License Agreement

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING AND\OR USING THE INFOLIO APPLICATION, WEBSITE AND ANY SERVICES ENABLED THEREBY (COLLECTIVELY THE "App"), AND INDICATE YOUR ACCEPTANCE BY CHOOSING "I ACCEPT". BY CHOOSING "I ACCEPT", YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT IS BETWEEN YOU ("you" or "User") AND MOTECH LTD. ("Company", "we", "us", "our") ONLY. IF YOU DO NOT AGREE TO THIS AGREEMENT DO NOT DOWNLOAD AND/OR INSTALL THE SOFTWARE AND DO NOT USE IT IN ANY MANNER WHATSOEVER. AS DESCRIBED BELOW, USING THE App ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION AND DATA DURING ACTIVATION, USE, OBTAINING SOFTWARE UPDATES AND FOR INTERNET-BASED SERVICES.

License

Our services, enable users to store, organize, search and share information workspaces, which include notes, tasks, documents, structured data, images, videos, chat, comments, annotations, etc, and upload and sync the same through one or more Supported Device(s). Subject to the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sub-licensable, fully-paid license (i) to install and use the App on a Supported Devices owned or controlled by you (as permitted by the Usage Rules set forth in the App Store Terms of Service) and (ii) during such period of time that you are a Registered User, use the App to enable interaction between our services and the Supported Device on which the App is installed. You shall be solely responsible to ensure that the App is securely installed and used. The term "App" shall include any and all software and services offered by Company through the App, including any revisions, improvements, new releases and/or updates and related documentation all to the extent provided by Company under this Agreement. For the purpose hereof, "Supported Device" means the type of individual device (e.g., iPad, iPhone, or a personal computer) for which the App is designed and offered for use. We identify the Supported Device for the App by name in connection with the link through which the App is made available for download or on the written software application description in the materials provided with the App. "Registered User" means any individual who has registered through the registration process in the App and/or otherwise purchased subscription to use any of the services offered through the App and/or Company's website.

Demo/Trial

Unregistered users may visit the services and use the App for demo/trial purposes ("Trial Users"). This Agreement permits such limited usage as enabled by the App, subject to the terms herein and the limited warranties below. Certain features of the App will not be available under demo/trial. This License Agreement applies to all types of users including trial users, free Registered Users and paying Registered Users.

Restrictions

THE APP IS LICENSED NOT SOLD. Other than the rights explicitly granted in this Agreement, you shall have no other rights, express or implied, in the App. Without limiting the generality of the foregoing, you agree and undertake not to: (i) sell, lease, share, sublicense or distribute the App, or any part thereof, or otherwise transfer the App; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to access the App’s source code or any internal data files generated by the App, or perform any similar type of operation on any software or firmware acquired under this Agreement, in any fashion or for any purpose whatsoever, except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation; (iii) modify, revise, enhance, or alter the App; (iv) copy or allow copies of the App to be made; (v) permit others to use the App via a timesharing, outsourcing, service bureau, application service provider, managed service provider or similar arrangement; (vi) use the App in any way that is intended to violate any law or regulation; (vii) represent that you possess any proprietary interest in the App; (vii) use the App except in connection with Company’s services or in illegal manner or for unlawful purposes including without limitation infringement or misappropriation of any intellectual property rights or right of privacy or right of publicity of any third party. You shall not modify or delete any Company or third-party proprietary rights notices appearing in the App, or any Third-Party Software (as defined below), and will implement any changes to such notices, if feasible, that Company may reasonably request.

Title & Ownership

The App is protected under copyright law. You acknowledge and agree that the technology manifested in the operation of the App constitutes the valuable trade secrets and know-how of Company and its suppliers and, to the extent you discover any such trade secrets, you will not disclose them to any third party. Any disclosure or unauthorized use thereof will cause irreparable harm and loss to Company. All right, title and interest in and to the App, any related services and any derivatives thereof improvements and modifications thereto, including associated intellectual property rights, evidenced by or embodied in and/or attached/connected/related to the App or any related services, are and will remain owned solely by Company. This Agreement does not convey to you an interest in or to the App, but only a limited right of use in accordance with the terms herein. Nothing in this Agreement constitutes a waiver of Company's intellectual property rights under any law. The license granted herein is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company regarding future functionality or features.

Suggestions and Feedback

It is understood that you may, at your sole discretion, provide Company with suggestions and/or comments with respect to the App ("Feedback"). You represent that you are free to do so and that you shall not knowingly provide Company with Feedback that infringes upon third parties' intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company's confidential information. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.

Your Data

The App enables you to browse, arrange and manage data and content on your Supported Device. As between you and Company, any and all data and content, including any graphics, photos, text, charts, and other materials that you access by means of the App ("Data"), belong to you. You are solely responsible for any Data that is used by you by means of the App. You represent that you have all necessary rights to use such Data and that you use it in compliance with any applicable laws and regulations. You shall be solely responsible to back up any Data before using it by means of the App. Company expressly disclaims any and all liability in connection with your Data and/or its contents. Whenever you make use of a feature that allows you to provide comments to content, share content or data, add links, upload content via the App or to interact or share content with other users, you must comply with applicable laws and regulations including applicable copyright laws and privacy laws and regulations. You are solely responsible for any content and Data that is shared or made publicly available by you and you agree that the users with whom you share such Data may use such content as they see fit. YOU SHOULD BE CAREFUL WITH THE DATA THAT YOU SHARE WITH OTHER USERS. ONCE YOU DISCLOSE OR SHARE YOUR DATA TO/WITH OTHER USERS, NO ONE CAN CONTROL THEIR USAGE OF SUCH DATA.

Data Usage

When you install, update, or use the App, you may see permission requests or alerts regarding the device capabilities which the App could potentially use. For example, on iOS you will see device permission requests pop up as they are used in the App. Below we describe how the main App features use key device features that may access or use personal information. Many of these capabilities may be turned on or off through your device settings or your Infolio account settings.

Information Sharing and Interactions

You acknowledge and agree that Company may access Data on your Supported Device solely for the purpose of providing the App and services to you and in accordance with our Privacy Policy. This includes providing product features visible to you, for example, image thumbnails or document previews and design choices on the App.
The App is available worldwide, but your data is stored in the cloud as described in our Privacy Policy. If you use the Services, you acknowledge that you may be sending electronic communications (including your personal account information and content), through computer networks owned by Company, its service providers, and other third parties located in the US, EU and/or other countries. As a result, your use of the Services will likely result in interstate and possibly international data transmissions, and your use of the Services shall constitute your consent to permit such transmissions. This permission also extends to third party providers Company works with to provide the Services (for example cloud service providers, or data analysis providers). Following termination of your account for any reason, we may remove your Data within reasonable time, provided that we may retain certain user data in accordance with our Privacy Policy during reasonable time following termination.
In addition, upon installation of the App and from time to time thereafter when you use the App, the App will send information about the App and the Supported Devices on which the Software is installed to Company. By using the App, you consent to the sharing of the information and interactions described herein and, by using the App with any of the services you further consent to the use of information described in the then current Privacy Policy published at our website.

Non Acceptable Use

The App enables users to share content and information and to interact with each other. You agree not to misuse or abuse the App or any services offered thereby ("Services") or help anyone else to do so. For example, you must not do any of the following in connection with the App or any Services:
In the event of breach of any of the foregoing restrictions, the Company may terminate your account with immediate effect.

Third Party Software; Open Source

(A) The App may contain software provided by third parties ("Third Parties Software"), and such Third Parties Software is provided "As Is" without any warranty of any kind, and subject to the license terms attached to such third party software, the provisions of this Agreement shall apply to all such Third Party Software providers and Third Party Software as if they were Company and the App respectively. (B) You acknowledge that various open source code components are included in the App ("Open Source Code(s)"). Such Open Source Codes are licensed under the terms of applicable open source license agreements included in the materials relating to such code. The Open Source Code is composed of individual software components, each of which has its own copyright and its own applicable license conditions which shall apply respectively notwithstanding any provision in this License Agreement to the contrary. For details on how you may obtain the Open Source Codes at no charge and for the applicable license terms for each such Open Source Code, please go to the following web-link: http://infolio.co/thirdparty_licenses.html.

Disclaimer of Warranty

THE APP AND ANY RELATED SERVICES TO THE EXTENT PROVIDED BY COMPANY, ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. IMPLIED WARRANTIES OF DESIGN, OPERATION, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY, OR NON-INFRINGEMENT SHALL NOT APPLY. THE ENTIRE RISK ARISING FROM USE OR PERFORMANCE OF THE APP, OR RELIANCE ON ANY OUTPUT RESULTING FROM USING THE APP IS BORNE BY YOU. COMPANY DOES NOT WARRANT THAT THE APP OR ANY SERVICES WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. Some legal jurisdictions do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. If the user's legal jurisdiction provides that a certain implied warranty may not be disclaimed, such implied warranty shall only apply to defects discovered during 30 days as of the user's commencement of use of the App. There is no implied warranty for defects discovered after the expiration of such period.

Limitation of Liability

COMPANY PROVIDES THE APP AT NO CHARGE TO YOU. IN CONSIDERATION FOR, AND AS A FUNDAMENTAL AND EXPRESS CONDITION OF ENABLING USE OF THE APP WITHOUT CHARGE, AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, COMPANY SHALL NOT HAVE ANY LIABILITY FOR ANY MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. WITHOUT DEROGATING FROM THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND/OR APPLE Inc. INCLUDING THEIR OFFICERS, DIRECTORS AND/OR EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE APP, INCLUDING WITHOUT LIMITATION FOR ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL, LOST OR DAMAGED DATA, SUFFERED BY YOU AND/OR ANY THIRD PARTY. YOUR SOLE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH THE APP IS TO STOP USING IT. IN ANY EVENT, COMPANY'S MAXIMUM LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE APP OR ANY SERVICES, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU (IF ANY) FOR THE RELEVANT SERVICES WHICH GAVE RISE TO THE CLAIM. THE LIMITATIONS HEREIN SHALL APPLY EVEN IF THE WARRANTY REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY OR ALL LOSSES, OR IF COMPANY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF CONSEQUENTIAL DAMAGE.

Product Claims

Apple Inc. is not responsible for addressing any claims relating to the App or the use of the 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 or similar legislation. Subject to the foregoing warranty disclaimer (in section 8 above), it is clarified, that in the event of failure of the App to conform to any applicable warranty, then subject to the Usage Rules set forth in the App Store Terms of Service, you may notify Apple Inc., and Apple Inc. will provide you refund the purchase price for the App, if applicable. It is clarified that Apple Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE Inc. WILL HAVE NO 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.

Refund Policy

Infolio subscriptions are non-refundable except where required by law.
REFUNDS WILL NOT BE PROVIDED FOR ANY SUBSCRIPTION. WE DO NOT PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELLED MID-TERM. In such a circumstance, you will continue to have access to your Subscription until the end of the billing cycle.

Support

The App is under ongoing development and may contain errors. You are solely responsible for establishing backup, log, review and other procedures controls appropriate to maintain the integrity and continuity of your Data and other operations. Company shall make reasonable efforts to provide email support to users. For support issues please email support@infolio.co.

Term and Termination

This Agreement is valid as of the earlier date you purchased the license or installed the App on any device. Without prejudice to any other rights, this Agreement and your right to use this App automatically terminates without notice, if you fail to comply with any provision of this Agreement. Company may terminate this Agreement at any time with or without prior notice. You may terminate this license at any time by stopping your use thereof and un-installing the App. Upon termination of this Agreement the license granted to you in this Agreement shall expire and you shall cease using the App and remove it from your Supported Device. Notwithstanding any termination of this Agreement, the provisions of Sections 3 (Title & Ownership), 8 (Disclaimer of Warranties), 9 (Limitations on Liability), 15 (General Provisions) and this Section 11 shall survive and continue to be legally binding upon you and Company.

Privacy Policy

Company may collect information regarding your Supported Device and you. Please review our Privacy Policy to learn how we collect, use, share and store information.

Copyright

We respect the intellectual property of others and ask that our users will do so. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our designated agent. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
Copyright Agent
Motech Ltd
info@infolio.co

Indemnity

You shall indemnify, defend, and hold harmless Company, Apple Inc. and their directors, officers, and employees from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from a third-party claim due to or arising out of your use of the App. Company shall make reasonable efforts to notify you of any such claim made against it.

General

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written communications, agreements and/or understandings. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. You may not assign this Agreement without Company’s prior written approval. Company shall be entitled to assign this Agreement at its discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No partnership or joint venture is created hereunder. This Agreement shall be construed and governed in accordance with the laws of England and Wales (regardless of its conflict of law provisions). You agree to the exclusive jurisdiction of England Courts. Failure of Company to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Apple Inc., and its subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of the terms and conditions 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.

Legal Compliance

You acknowledge that the App may be subject to laws and regulations restricting the export thereof to certain jurisdictions and agree to comply with all applicable laws in this respect. You 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.
Copyright © 2017, Motech Ltd. All rights reserved.