This Glyph Mobile License Agreement (the “Agreement”) is between you and Glyph Mobile, LLC (“Glyph Mobile”). If you are agreeing to this agreement not as an individual but on behalf of your company, then “Customer” or “You” means your company, and you are binding your company to this Agreement. Glyph Mobile may modify this Agreement from time to time.
By checking the “I’ve read and agree to the Terms & Conditions” (or similar button) that is presented to you at the time of your Order, or by using or accessing Glyph Mobile products, you indicate your assent to be bound by this Agreement.
Glyph Mobile, LLC. (“Glyph Mobile”) provides development, hosting and application management services (collectively and including the Branded App described below the “Services”) that allow businesses to publish materials to their customers via mobile devices and other online platforms. This agreement covers the provision of the Services and you, by using, accessing, or attempting to interact with, Glyph Mobile, LLC websites, software, services, or any of their licensees’ services or software, agree to be bound and abide by the terms and conditions of this Agreement.
You are engaging Glyph Mobile, LLC to create a custom- version of Glyph Mobile, LLC’s app and to maintain it on your behalf. Glyph Mobile, LLC grants you a non-exclusive, non-transferable, non-sub licensable license to use and promote the Branded App for your own business purposes, subject to the terms and conditions of this Agreement and the timely payment of all fees.
Glyph Mobile, LLC will use commercially reasonable efforts to have the application approved by the appropriate mobile platform provider. Although there is a high likelihood of approval, we do not and cannot guarantee acceptance. If your application is denied by the appropriate mobile platform provider you may cancel your account, however there are no refunds under any circumstances.
You shall not, and shall not allow others to: (i) cause or permit the reverse engineering, disassembly or decompilation of any portion of the Services, (ii) remove any copyright notices or other proprietary notices or restrictions from the Services; (iii) distribute, sell, sublicense, rent, lease or use the Services except as provided herein, (iv) store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works, or (v) undermine the security or integrity of or gain unauthorized access to the computing systems or networks of Glyph Mobile, LLC, its partners, or those accessed through or with the Services.
The Services constitute proprietary works of Glyph Mobile, LLC protected by copyright and other intellectual property laws. Except for the rights granted herein, Glyph Mobile, LLC retains all rights, title and interest, including all intellectual property rights, in the Services. The terms “purchase” and “sale” in reference to the Services notwithstanding, it is expressly agreed by the parties that title to the Services does not pass to you and your rights with respect to the Services will only be that of a licensee.
Following development of the Branded App you may submit your content (“Content”) through your Services account for display on the Branded App. You hereby grant Glyph Mobile, LLC a nonexclusive, fully paid, worldwide right to display the Content within the Branded App. The Content constitutes your proprietary works protected by copyright and other intellectual property laws. Except for the rights granted herein, you retain all rights, title and interest, including all intellectual property rights, in the Content.
During the term of this Agreement, you hereby grant to Glyph Mobile, LLC a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to use the trademarks, service marks, logos, designs, descriptions, trade usage, trade dress, copyrighted material whether now or in the future used or claimed by you, whether or not registered or the subject of registration application with the U.S. Patent and Trademark Office, any state or foreign trademark office or agency, all to the extent provided to Glyph Mobile, LLC by you (the “Licensee Marks”), in word, stylized and design formats as provided and approved by you for use on the Branded App and as otherwise required pursuant to this Agreement solely in connection with this Agreement.
There may be storage limits associated with the service. Glyph Mobile reserves the right to charge for additional storage or overage fees. We may impose new, or may modify existing, storage limits for the service at any time in our discretion, with or without notice to you.
Glyph Mobile, LLC does not allow any of the following content, or links to such content, to be published on the Service:
If you post any of the above you will be notified by email and given a 48 hour grace period to make any corrective actions. If no corrective actions are taken, Glyph Mobile, LLC will suspend the Services provided to you until the issue is resolved. A repeated violation of this policy may cause cancellation of service without refund of any fees. In addition, Glyph Mobile, LLC does not allow use of the Services through automated methods. Use of robots or other computer code which calls the Services, except where explicitly allowed, is absolutely forbidden. Glyph Mobile, LLC may, but is not required to make any effort to validate information provided by you for use with Services for content, correctness or usability. The final choice of whether an account is in violation of any of these policies is at the sole discretion of Glyph Mobile, LLC.
You represent and warrant that you own all right title and interest in the Content or have rights to such Content that permit you to transmit the Content through the Services for display as provided herein. You represent and warrant that the Content does not infringe any third party copyrights or patents.
The Services are offered on an “as is” basis and used by you solely at your own risk. Neither Glyph Mobile, LLC, its employees, directors, affiliates, agents, third party information providers, merchants licensers or the like, warrant that Glyph Mobile, LLC service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Glyph Mobile, LLC Service, unless otherwise expressly stated in this Agreement.
GLYPH MOBILE, LLC DISCLAIMS ANY WARRANTIES NOT SPECIFICALLY PROVIDED HEREIN, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT MAY BE SUFFERED BY YOU, OR VIEWERS AND USERS OF CONTENT OR THE SERVICES, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERRUPTIONS BY ANY CAUSE OR ERRORS OR OMISSIONS OF THE SERVICES. USE OF ANY INFORMATION OBTAINED BY WAY OF GLYPH MOBILE, LLC IS AT YOUR OWN RISK, AND GLYPH MOBILE, LLC SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.
Damages claims for unavailability of the Services against Glyph Mobile, LLC are expressly limited to the pro-rata portion of any annual charge pre-paid by you directly to Glyph Mobile, LLC for the period of the system unavailability. Under no circumstances will Glyph Mobile, LLC bear any responsibility for any damages arising as a consequence of such unavailability.
You, at your own expense shall indemnify Glyph Mobile, LLC, its affiliates, successors, assigns, members, shareholders, officers, directors and agents against any third party claim or suit brought against you for damages to the extent due to any actual or alleged infringement of Intellectual Property Rights by the Content. The foregoing indemnity is subject to the following conditions: that (a) Glyph Mobile, LLC promptly notifies you in writing of each such claim or suit and provides you with all information known to Glyph Mobile, LLC relating thereto, (b) you at your option have sole control of the defense and/or settlement; and (c) Glyph Mobile, LLC cooperates with you in the settlement and/or defense. Glyph Mobile, LLC will be reimbursed for its reasonable out-of-pocket expenses incurred in providing any cooperation requested by you.
If the Content is, or in your opinion may become, the subject of any claim or suit for infringement of any Intellectual Property Rights, or if required by settlement, you at your expense and option may: (a) procure for you the right to continue using the Content or affected part; (b) replace the Content or affected part with software of equivalent functionality; (c) modify the Content or affected part to make it non-infringing while providing equivalent functionality.
Except as set forth above under no circumstances, including negligence, shall either party (including, its agents, its clients, its servants, officers, directors and employees) be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Services or Content, as applicable; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Glyph Mobile, LLC records, programs or services.
Except as set forth in the section entitled Indemnification, each party’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount paid or payable to Glyph Mobile, LLC by you pursuant to this agreement during the current year.
Such limitations shall apply without limitation to any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
The initial term of this agreement is twelve months, which will automatically renew indefinitely until terminated as provided herein.
This Service may be terminated by either party, without cause, by giving the other party 30 days written notice. You must cancel Services via Glyph Mobile, LLC support addresses. If you cancel, your subscription will terminate at the end of then current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Notwithstanding the above, Glyph Mobile, LLC may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
No supplement, modification, or amendment of this agreement shall be binding, unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Any part of this agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together a single document.
This Agreement shall supersede the terms of any prior agreement, purchase order or other arrangement between the parties as to the subject matter hereof.
All notices under this Agreement shall be sent in writing and shall be delivered by (i) personal hand delivery, (ii) first class mail with return receipt, (iii) overnight mail by recognized commercial carrier with tracking receipt, or (iv) confirmed email or fax and copied by one of the methods described in (i), (ii) or (iii) above, to you at the address provided by you when you registered for the Services and to Glyph Mobile, LLC at the address on the Contact Us page on Glyph Mobile, LLC’s website.
Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
You agree that Glyph Mobile, LLC may use your name in Glyph Mobile, LLC’s customer list and may publish information identifying you as a user of the Services in advertisements, news releases and releases to professional and trade publications.
This Agreement constitutes the entire understanding of the parties, and is agreed to being entered into in the State of New York. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.
This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. Any legal action relating to this agreement will be brought in New York County, New York, U.S.A., and the parties agree to the exercise of jurisdiction by a state or federal court in such county.