SPECTACLES READER APPLICATION
END USER LICENSE AGREEMENT
This Spectacles Reader Application End User License Agreement (“EULA”) is between Spectacles LLC (“Spectacles”) and you or the entity that you represent (collectively, “You”), and governs Your use of the Spectacles Reader Application (the “Service”) on any computer or other device.
PLEASE READ THE TERMS OF THIS EULA CAREFULLY. BY INSTALLING OR USING THE SERVICE, YOU AGREE THAT THIS EULA IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE FOREGOING, SPECTACLES DOES NOT AUTHORIZE YOU TO INSTALL OR USE THE SERVICE.
PLEASE NOTE THAT ANY DISPUTE OR CLAIM RELATED TO THIS EULA OR ARISING OUT OF YOUR USE OF THE SERVICE MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS, AND MAY NOT BE ARBITRATED OR OTHERWISE PURSUED AS A CLASS ACTION. PLEASE SEE SECTION 19 BELOW.
- Parties. This EULA is between You and Spectacles only, and not Microsoft Corporation (“Microsoft”). Spectacles, not Microsoft, is solely responsible for the Service and the content thereof. Notwithstanding the foregoing, You acknowledge that Microsoft has the right to enforce this EULA against You as a third-party beneficiary.
- Limited License. Subject to the terms and conditions of this EULA, Spectacles hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Service for lawful purposes only on any computer or other device as permitted by Microsoft’s applicable terms and conditions.
- License Restrictions. Except as expressly set forth in this EULA, You shall not, directly or indirectly, in whole or in part: (i) copy the Service; (ii) cause or permit any reverse engineering, decompilation, modification, translation or disassembly of the Service; (iii) sell, rent, sublicense, distribute, disclose, publish, assign or otherwise transfer any rights in the Service; (iv) modify the Service, or create derivative works based upon, the Service, in whole or in part; (v) permit any third party to benefit from the use or functionality of the Service via a timesharing, service bureau or similar arrangement; (vi) use the Service in any unlawful manner or for any unlawful purpose; (vii) remove or destroy any copyright notices or other proprietary marking on the Service; or (viii) do anything which adversely affects Spectacles’s right, title or interest in or to the Service. You acknowledge that the source code underlying the Service is Spectacles’s confidential and proprietary information.
- Ownership. You acknowledge that, as between Spectacles and You, title and ownership of all proprietary rights, including any copyright, patent, trade secret, trademark or other intellectual property rights, in and to the Service, and any copies thereof, are and will at all times remain the property of Spectacles. Spectacles retains all rights, title and interest in and to the Service that are not specifically granted to You hereunder.
- Term and Termination. The term of this EULA and the license granted to You herein will be on a month-to-month basis (prorated for the first calendar month during which You subscribe), and will automatically renew on the first day of each calendar month until terminated, subject to Your payment of the applicable monthly fee. You may terminate this EULA at any time pursuant to Section 8 below. Upon any termination of this EULA, You must cease use of the Service and destroy all copies of the Service.
- Your Account. To use the Service, You must first set up an account with Spectacles (“Your Account”) by completing the registration process on our website. To set up Your Account, You must establish a login ID and password, and provide us with the information requested during the registration process. You agree to keep Your login ID and password confidential and to not share such information with others. You are solely responsible for any authorized or unauthorized access to or use of Your Account by any person, and for all fees and charges incurred for the Service through Your Account. You agree to notify us promptly (at firstname.lastname@example.org) regarding any unauthorized access to or use of Your Account. You further agree that You will remain liable for any fees and charges incurred by Your Account for the Service during any period before You notify us of any such unauthorized access to or use of Your Account.
- Payment Terms. The current monthly fee to subscribe to the Service is specified on our website. We reserve the right to change the amount of such fee at any time as we may determine in our sole and absolute discretion, provided that we will notify You of any such change and it will apply on a prospective basis only.
- Cancellation. You may cancel Your subscription to the Service at any time, and You will continue to have access to the Service through Your Account through the end of the calendar month during which You cancel the subscription to the Service. We do not provide any refunds or credits for any partial-month periods. To cancel Your subscription to the Service, log into Your Account on our website, and follow the instructions for unsubscribing from (or otherwise canceling) a subscription to the Service. YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION TO THE SERVICE WILL AUTOMATICALLY RENEW ON THE FIRST DAY OF EACH CALENDAR MONTH, AND THAT YOU MUST CANCEL YOUR SUBSCRIPTION TO THE SERVICE ON OR BEFORE THE LAST DAY OF THE PREVIOUS MONTH IN ORDER TO AVOID BEING CHARGED FOR THE FEE FOR SUCH UPCOMING MONTH.
- Technical Support and Updates. Spectacles may, but is not obligated to, provide maintenance or other technical support for the Service. Spectacles may make changes to the Service at any time without notice, including without limitation by disabling certain features or functionalities in the Service. Nothing in this EULA obligates Spectacles to support or provide You with any updates or error corrections to the Service.
- No Guarantee. You acknowledge that Spectacles does not endorse, represent or guarantee the truthfulness, accuracy, completeness, or reliability of any of the data available on or through the Service. Your use of or reliance on any such data is at Your own risk.
- Transmissions. The Service is designed to communicate with You via the Internet and/or other computer networks, and You are authorized to use the Service with such technologies. You acknowledge that transmitting data over such networks or similar technologies is not 100% secure or free from risk of compromise.
- Disclaimers. THE SERVICE AND ALL DATA MADE AVAILABLE THEREON ARE PROVIDED “AS IS.” SPECTACLES MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Spectacles MAKES NO WARRANTY THAT THE SERVICE OR ANY DATA MADE AVAILABLE THEREON WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SERVICE OR ANY DATA AVAILABLE THEREON WILL MEET YOUR REQUIREMENTS. Some jurisdictions do not allow some of the foregoing exclusions or limitations, so some of these exclusions or limitations may not apply to You.
- User-Provided Content. As between You and Spectacles, all documents, files, and other materials that You provide or allow to be provided to the Service (“Your Content”) shall remain Your exclusive property. You understand and agree that You are solely responsible for all of Your Content. You grant Spectacles a non-exclusive, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of (including excerpting, in whole or in part), distribute and display Your Content solely for purposes of providing the Service to You. You authorize Spectacles to store copies of any or all of Your Content as we deem necessary in order to facilitate the operation of the Service. You represent and warrant that You have all rights, consents, and permissions necessary to grant the foregoing license, without requiring the payment of any fees or charges. You shall not provide or allow to be provided to the Service any documents, files, or other materials for which You do not have all necessary rights, consents, and permissions needed to so provide.
- Indemnity from You. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SPECTACLES AND OUR AFFILIATES, AS WELL AS OUR AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, PENALTIES, FEES, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) INCURRED, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH (I) YOUR ACCESS TO OR USE OF THE SERVICE, (II) ANY OF YOUR CONTENT, OR (III) YOUR VIOLATION OF ANY OF THESE TERMS OR ANY THIRD-PARTY RIGHTS. Your obligations in this Section 14 do not apply to any claims, damages, obligations, losses, liabilities, costs, penalties, fees, or expenses of any kind to the extent arising from any act or omission of Spectacles or any of our affiliates.
- Third-Party Claims. Spectacles shall not be obligated to indemnify, defend or hold harmless You with respect to any third-party claims arising out or relating to the Service or any data available thereon, including without limitation any claims for intellectual property infringement. Nothing in this EULA shall be deemed an admission that any such claims may arise.
- Limitations of Liability. IN NO EVENT WILL SPECTACLES BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS; GOODWILL OR REPUTATION, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF THE CLAIM WAS REASONABLY FORESEEABLE OR IF SPECTACLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECTACLES’S MAXIMUM LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS EULA AND/OR YOUR USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SPECTACLES FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE CLAIM, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this EULA would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You.
- Compliance with Law. 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. You may not export, re-export, import, or transfer the Service or any data available thereon in violation of any applicable export laws or regulations, and You may not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import laws.
- Governing Law. This EULA shall be interpreted in accordance with the laws of the state of Delaware, without reference to its conflict of law provisions. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
- Disputes. Any dispute, claim or controversy arising out of or in connection with this EULA or the breach, termination, enforcement, interpretation or validity of this EULA (“Dispute”) shall be finally decided by arbitration in accordance with JAMS Comprehensive Arbitration Rules and Procedures by a single arbitrator selected in accordance with such rules. The arbitration shall be conducted in New York, New York. During the course of any arbitration hereunder, the parties will each bear its own costs and fees, and each will bear equally the arbitrator’s fees and expenses. The arbitration shall be conducted in English. Any arbitration under this EULA shall be confidential, and the parties may request that the arbitrators issue appropriate protective orders to safeguard each party’s confidential information. Except as required by law, no party may make (or instruct the arbitrators to make) any public announcement with respect to the proceedings or decision of the arbitrators without the prior written consent of the other party. Any award rendered by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction.
- Miscellaneous. If any provision of this EULA is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable so as to effect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Spectacles’s prior written consent, and any such attempt is void. This EULA is binding upon and is for the benefit of the respective successors and assigns of the parties hereto. The parties acknowledge and agree that a material breach of this EULA adversely affecting Spectacles’s proprietary rights would cause irreparable harm to Spectacles for which a remedy at law would be inadequate and that Spectacles shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. This EULA is the complete agreement between Spectacles and You concerning the Service, and supersedes any and all prior agreements and representations between Spectacles and You related to the same subject matter.
- Contact. If You have any questions regarding the Service or this EULA, please contact Spectacles at email@example.com.