End User License Agreement & Terms of Service and Use.
Last Updated: May 12, 2022
Welcome to Magnopus LLC (“Magnopus”, “Company”, “us”, “our” or “we”) and our holographic capture, virtual, mixed, and augmented reality products. We publish and operate virtual experiences, including mobile (“Apps”) and web-based (“Sites”) applications and across reality platform (the “Platform”), where users can download, upload, create, modify, and interact with content (collectively the Apps, Sites, and Platform are the “Services”). Please read this End User License Agreement and Terms of Service and Use and any applicable guidelines (collectively, the “Terms” or the “Agreement”), because the Terms govern your use of the Platform and Services.
1. AGREEMENT
If you buy, download, install, use, or access the Apps, Sites, or Platform, or otherwise use our Services, you agree to be bound by the Terms. By agreeing to the Terms, you are confirming you are an adult of legal age, you understand and accept the Terms, and you are legally and financially responsible for all actions using or accessing our Services. These Terms do not alter in any way the terms or conditions of any other agreement you may have with Magnopus for products, services or otherwise. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violate these Terms, and in which case the terms “you”, “your”, “user” or “customer” shall refer to such corporate entity. If you do not or cannot agree to the Terms, you may not buy, download, install, play, or use the Services.
By agreeing to the Terms, you are also representing and warranting 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 also agree that you will comply with applicable third-party terms of agreement when using the Services, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Services.
We may modify these Terms at any time, and if we do, we will notify you by email or by posting the modified Terms on the Site or in the App. Please review any modified Terms before you continue using the Services. If you continue to use the Services, you are bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Services.
By accepting and agreeing to the Terms, you are also agreeing to our Privacy Policy, which is expressly incorporated in full into the Terms. Our Privacy Policy describes the types of data we collect from you and your devices, how we use your data, and the legal bases we have to process your data.
If you breach these Terms, we may take action against you, including but not limited to terminating your account and disabling your access to the Services. You acknowledge that Magnopus has no obligation to, and will not, reimburse or refund you for Services lost due to involuntary suspension or termination of your account.
2. INTELLECTUAL PROPERTY RIGHTS AND LICENCE GRANT
Subject to these Terms and your compliance therewith, Magnopus grants to you a personal, non-exclusive, revocable, non-transferable, non-sublicensable limited right and license to install and use the Services on compatible devices you own or control for your own use, and subject to these Terms and your compliance therewith, and Magnopus also grants to you a personal, nonexclusive, non transferable, revocable, non-sublicensable, limited right and license to download, view, display, and use the Content within the Services solely for your permitted use within the Services (collectively, the “License”). “Content” means the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, communications, interactive features, works of authorship of any kind, augmented reality, virtual reality and mixed reality content and information or other materials that are generated, provided, or otherwise made available through the Services.
The rights granted to you under the License are subject to these Terms and your full compliance with the Terms, and you may only make use of the License if you comply with all applicable Terms. The License becomes effective on the date you accept the Terms or otherwise first install or use the Services and ends on the earlier date of either your complete disposal of the Apps and Platform or the termination of the Terms.
The Content and Services are licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Services and Content is being transferred or assigned and the Terms should not be construed as a sale of any rights in the Services and Content. Magnopus retains all right, title, and interest to the Services and Content, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, moral rights, and augmented reality, virtual reality and mixed reality content.
The Services and Content are protected by U.S. copyright and trademark law and any other applicable intellectual property laws and treaties throughout the world. The Services and Content may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from Magnopus. Any persons copying, reproducing, or distributing all or any portion of the software for the Apps, Sites, Content or Platform in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content.
As to any User Content (defined below), the user providing the User Content is the licensor of such User Content, and per these Terms grants you a limited, nontransferable license to access and use the User Content only for your personal and noncommercial purposes while using the Platform and Services. You may not modify, decompile or disassemble the User Content in whole or in part, or create any derivative works from or sublicense any rights in or to the User Content, unless otherwise expressly authorized by the owner of the User Content or as permitted these Terms.
All rights not expressly granted under this Agreement are reserved by Magnopus or the owner of the User Content, as applicable.
3. USE CONDITIONS
You may not do or attempt to do any of the following with respect to the Services, Content, User Content or any of its parts:
(a) use it commercially or for a promotional purpose, otherwise commercially exploit it without the express written permission of Magnopus or the owner of the User Content, as applicable;
(b) distribute, lease, license, sell, rent, display, or otherwise transfer or assign the Services, Content, or User Content, or use it in a way that is not expressly authorized in the Terms;
(c) make a copy of the Services, Content, User Content or any part thereof, or make a copy of the Services, Content, User Content or any portion thereof available on a network for use or download unless authorized these Terms or otherwise in writing by Magnopus;
(d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on the Services, Content, or User Content;
(e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in the Services;
(f) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; and
(g) use, export, or re-export it in violation of any applicable law or regulation.
4. NON-FINAL VERSION; UPDATES AND PATCHES
You agree and acknowledge that you are using a non-final version of the App and Platform and at any time we may update to or publish or release an updated version of the App and/or Platform. Therefore, although we do not have any express maintenance or support obligations with respect to the App and Platform, we may from time to time provide patches, updates, or upgrades to the App and/or Platform that must be installed in order for you to continue to use the App and/or Platform, and you hereby consent to our applying such patches, updates, and upgrades.
In addition, you agree and acknowledge Magnopus can terminate or discontinue the Services at any time and for any reason and may delete or modify the information stored by the Services. If we terminate or discontinue the Services, you agree to delete the App and Platform from any devices on which the App and/or Platform has been installed. And you agree and acknowledge that our termination or discontinuing of the Services shall not be grounds for any refunds of any kind.
You also agree and acknowledge that the App and Platform is non-final and a work in progress, and therefore may contain bugs or errors which may cause a loss of data and/or damage to your devices, and Magnopus is not liable in any way for such loss of data or damage, for interruptions of service, of for software or hardware failures.
5. TECHNICAL PROTECTIONS
The Services may include security measures to control access to the Services, control access to certain features, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under the Terms. Such measures may include incorporating license management, product activation, and other security technology in the Services and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Services, Content, User Content or any portions or components thereof. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the App and/or Platform may not function properly.
6. USE OF THE SERVICES
6.1 Safe and Appropriate Use
While you are using our Services, please be aware of your surroundings, and use and communicate safely. You agree that your use of the Services is at your own risk, and that you will not use the Services to violate any applicable law, regulation, policies, or instructions as outlined in these Terms and you will not encourage or enable any other individual to do so.
6.2 Your Interactions with Other People
You agree that in conjunction with your use of the Services, you will maintain safe and appropriate contact with other users and other people in the real world. You will not harass, threaten or otherwise violate the legal rights of others. You will not trespass, or in any manner attempt to gain or gain access to any property or location where you do not have a right or permission to be, and will not otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind. If you have a dispute with any third party relating to your use of Services, you release Magnopus (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
6.3 Eligibility and Account Registration
If you want to use certain Services, you will have to create an account with us (an “Account”), and you will also need access to a supported mobile phone or web capable device and an internet connection. We do not support rooted or jailbroken devices.
Upon creating your Account and by accessing the Services, you consent to having this Agreement provided to you in electronic form and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing. When you create your Account you may be asked for your telephone and mobile telephone number so that we may contact you regarding importation information about Services and your account, and to provide special offers to you. You expressly consent to our communicating with you about our Services using the contact Information you provided to us. You also attest that you have the legal authority over any telephone number you provide to us and can provide us with the authorization to contact you. This means we may contact you, in person or by recorded message, by e-mail, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, or any other means of communication that your wireless or other telecommunications device may be capable of receiving.
As an Account holder, you agree to provide true, accurate, current, and complete information about yourself as prompted by the Site's enrollment form. We reserve the right to revoke or prohibit your Account for any reason at any time, without notice, but, in particular, upon any violation of any of these Terms of Use or the Privacy Policy.
You are responsible for maintaining the confidentiality of your Account and password. You may not share your password with third parties. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security. You agree that you will not disclose your Account password to anyone, and you will notify us immediately of any unauthorized use of your Account. Magnopus takes its account security obligations seriously; however, you are responsible for all activities that occur under your Account, whether or not you know about them.
6.4 Account Suspension or Termination
We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you, including if (a) you fail to comply with these Terms; (b) we suspect misuse by you of the Services; or (c) we suspect any other unlawful activity associated with your Account. If your Account is inactive (i.e., not used or logged-into) for a period of time, we will notify you via the Services prior to termination of your Account.
7. FEES, BILLING, AUTOMATIC RENEWAL AND CANCELLATION
Some parts of our Services may require an annual, monthly subscription and/or one-time fee to access and download (“Subscription Service”). Once the fee is paid, and as long as you maintain your Account and any required subscription fees, you get full use of that Content and/or User Content within our Platform. If you cancel your Account, you may lose access to any Content and/or User Content you had downloaded, purchased, and/or accessed.
We may change the price of a Subscription Service, introduce new subscription plans, or remove plans from time to time, and will communicate any subscription price or plan changes to you. By continuing to use the Subscription Service, you indicate your acceptance of such subscription price or plan change. If you do not agree with a subscription price or plan change, do not continue to use the Services.
By subscribing to a Subscription Service and/or purchasing any Content and/or User Content, you confirm that you are at least 18 years of age, that all information you submit is true and correct (including all credit card information), and that you are the authorized holder of the credit card. Once you enter and submit your payment information, you expressly agree and authorize us and/or our third-party payment processor to immediately charge your credit card or debit card (or other approved facility) in an amount equal to the total purchase price. You also expressly authorize and agree that we and/or our third-party payment processor is authorized to automatically charge your payment method for any one-time fees and/or Subscription Services. You acknowledge and agree that we do not need to obtain any additional authorization from you for any automatic and/or recurring payments.
You are not authorized to access any Subscription Services unless you have opened a subscription account and paid the appropriate fee. You may not assist anyone else in accessing Subscription Services on an unauthorized basis, including by sharing your access credentials or providing any content or other materials that you obtained through Subscription Services to third parties. You are responsible for maintaining the confidentiality of your access credentials and for all usage or activity on your Subscription Services accounts, including the use of Subscription Services by any third party authorized by you to use your access credentials. Such responsibility expressly includes any purchases made or other charges incurred on your credit card in connection with your use (or an authorized third party’s use) of the Subscription Services. In the event of any fraudulent, abusive, or otherwise illegal activity on your Subscription Services accounts, we may, in our sole discretion, terminate those accounts and refer you to appropriate law enforcement agencies. You may be responsible for damages from any such fraudulent, abusive, or otherwise illegal activity.
8. WHO MAY USE OUR SERVICES
Unless stated otherwise for a particular Service, our Services are not intended for children and children are not allowed to use the Services. A child is a person under 18 years old.
9. USER GENERATED CONTENT
Our Services include interactive features and areas where you may create, develop, modify, submit, post, upload, publish, email, send, otherwise transmit, or interact with content, including, but not limited to, images, photos, videos, sounds, virtual reality environments or features, software and other information and materials (collectively, “User Content”) and to upload, publish, or otherwise make available User Content to other users of the Service. These features may also allow you to interact with, manipulate, and change User Content in whole or in part.
Unless otherwise agreed to, we do not claim any ownership rights in or to your User Content. If you use Content covered by intellectual property rights that we have made available through our Services (for example, images, designs, videos, or sounds we provide that you add to content you create or share on the Platform), we retain all rights to that Content (but not yours).
To be clear, Magnopus does not claim ownership rights in your User Content. However, you hereby grant to Magnopus and any and all of its other users of the Platform and Services an irrevocable and non-exclusive permission, right, and license to host, copy, import, store, modify, adapt, display, perform, reproduce, create derivative works, publicly display, transfer, sublicense, and distribute (collectively “Use”) your User Content in whole or in part in any media, platform, or channel in connection with the Services. You retain all other rights that you may have in your User Content. But, you understand and agree that you are not necessarily entitled to receive any compensation, fees, consideration, or other remuneration for your User Content in connection with the Services or our Use of your User Content.
You are solely responsible for the User Content you make available through the Platform and our Services and you represent and warrant that (a) you either are the sole and exclusive rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to grant to us the rights specified in this section; (b) the provision of your User Content, and our subsequent use of such User Content, will not infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (c) your User Content does not violate the Community Standards (Section 11) in our Terms.
Further, you agree that in conjunction with your use of the Services you will not make available any unlawful, inappropriate, or commercial User Content. You agree that you will not submit inaccurate, misleading, or inappropriate User Content, including data submissions, edits, or removal requests. You represent and warrant that your User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. Magnopus may remove any User Content and any related content or elements from the Services at its sole discretion.
10. FEEDBACK
You can submit feedback, comments, and suggestions for improvements to the Services (“Feedback”) by reaching out to us on social media or support channels. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly to us that relates to the Services. If you provide us with any Feedback, you hereby grant Magnopus a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation.
11. CONDUCT, GENERAL PROHIBITIONS, AND MAGNOPUS'S ENFORCEMENT RIGHTS ("COMMUNITY STANDARDS")
You agree that you are responsible for your own conduct and User Content while using the Services, and for any consequences thereof. In addition, you agree not to do any of the following, unless applicable law mandates that you be given the right to do so:
- collect, store, or share any personally identifiable information of other users from the Services without their express permission;
- extract, scrape, or index the Services;
- use the Services, Content, or User Content, or any portion thereof, for any commercial purpose in a manner not permitted by these Terms;
- attempt to access or search the Services or download Content or User Content from the Services through the use of any technology or means other than those provided by Magnopus;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services ;
- bypass, remove, deactivate, descramble, or otherwise circumvent any technological measure implemented by Magnopus or any of Magnopus’s providers or any other third party (including another user) to protect the Services ;
- use, display, mirror, or frame the Services or any individual element within the Services, Magnopus’s name, any Magnopus trademark, logo, or other proprietary information, or the layout and design of any page or App without Magnopus’s express written consent;
- post, publish, submit or transmit any User Content that infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;
- access, tamper with, or use nonpublic areas of the Services, Magnopus’s computer systems, or the technical delivery systems of Magnopus’s providers;
- attempt to probe, scan, or test the vulnerability of any Magnopus system or network or Service, or breach any security or authentication measures;
- use any meta tags or other hidden text or metadata utilizing a Magnopus trademark, logo, URL, or product name without Magnopus’s express written consent;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source identifying information;
- interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mailbombing the Services;
- delete, obscure, or in any manner alter any attribution, warning, or link that appears in the Services or the Content or User Content;
- discrimination or make discriminatory comments of any form or manner, including without limitation on the basis of race, gender, religion, sex, gender identity, age, disability, ethnic origin, or sexual orientation when using the Services or in any User Content;
- disparaging, defaming, name-calling, or engaging in any form of intimidation against another user, swearing or use of any other inappropriate or offensive language, or making offensive or insensitive remarks of any kind when using the Services or in any User Content;
- making or posting sexually explicit remarks or images, or engaging in any act of sexual misconduct, including but not limited to sexual innuendo, sharing sexually explicit content, or making offensive or inappropriate advances or comments to other users when using the Services or in any User Content;
- revealing personally identifying information of other users or infringing on the privacy of other users when using the Services or in any User Content;
- harassing, stalking, spamming, or making any other inappropriate comments or actions towards other users when using the Services or in any User Content;
- violating any applicable law or regulation; or
- encourage or enable any other individual to do any of the foregoing.
Although Magnopus is not obligated to monitor access to or use of the Services or Content or to review or edit any User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right to remove or disable access to any Content, User Content or Services, at any time and without notice. Magnopus may remove any User Content we consider to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.
Any attempt by you to disrupt or interfere with the Services, including without limitation undermining or manipulating the legitimate operation of any Site or App, is a breach of these Terms and may be a breach or violation of criminal and civil laws.
13. THIRD PARTY WEBSITES OR RESOURCES
The Services may contain links to third party websites or resources. Magnopus provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. To the extent permitted under applicable law, you acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Magnopus is not responsible for the availability or quality of third-party services, including cell phone networks, hotspots, wireless internet, and other services. Such third-party services may affect your ability to utilize the Services and you hereby waive and release Magnopus and any other party involved in creating or delivering the Services from all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to such third-party services.
14. INDEMNITY
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Magnopus, its licensors and distributors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Services, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from your User Content. You agree to reimburse Magnopus on demand for any defense costs incurred by Magnopus and any payments made or loss suffered by Magnopus, whether in a court judgment or settlement.
15. DISCLAIMER OF WARRANTIES
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
YOU ASSUME ALL RISKS RELATING TO YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT MAGNOPUS DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES. MAGNOPUS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.
16. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER MAGNOPUS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE TO YOU FOR ANY INDIRECT, IDENTAL, SPECIAL, PUNITIVE, EMOTIONAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING EMOTIONAL DISTRESS, PHYSICAL HARM, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MAGNOPUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR IDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MAGNOPUS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AN EVENT, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE THOUSAND DOLLARS ($1000). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MAGNOPUS AND YOU.
17. TERMINATION
Without limiting any other rights of Magnopus, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must uninstall, delete, and/or remove all copies of the App in your possession and/or on your devices. However, Sections 5 - 11 and 14 – 23 of this Agreement shall survive and any termination of this Agreement.
Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether this Agreement has been terminated.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be construed and enforced in accordance with the laws of the State of California, United States of America, without reference to the principles of conflict of laws of any jurisdiction (including those of the State of California). You agree to submit to the exclusive jurisdiction and venue of the state and federal courts in Los Angeles, California, and you agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts.
19. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Services may be accessed or be appropriate for use outside of the United States. If you access or use the Services or the Content or User Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
20. SECURITY
We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing Magnopus to disclose the identity of anyone posting any e-mail or other messages, or publishing or otherwise making available any other user-generated content that is believed or alleged (reasonably or not) to violate these Terms or any applicable law.
21. DIGITAL MILLENNIUM COPY ACT
Magnopus respects the intellectual property rights of others and complies with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows: Magnopus LLC, 523 W. 6th St., Suite 330, Los Angeles, CA 90014, United States, Phone: (213) 337-9950
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act. To file a notification with us, you will need to send a written communication that includes at least the following (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements):
- Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
22. GENERAL
22.1 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Magnopus and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Magnopus and you regarding the Services.
22.2 Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Magnopus’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Magnopus may freely assign or transfer these Terms without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
22.3 Force Majeure
Neither Magnopus, any user, nor any other party involved in creating, producing, or delivering the Services shall be liable with respect to any damages, injuries, nonperformance or delay in performance by reason of any act of God, weather, fire, flood, pandemic, epidemic, acts of terror or foreign enemy, satellite or network failure, governmental order or regulation, trade dispute, or any other cause beyond its respective control.
22.4 Notice
Any notices or other communications provided by Magnopus under these Terms, including those regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to any email address You provided.
22.5 Waiver
Magnopus’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Magnopus. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
22.6 Contact Information
If you have any questions about these Terms or the Services, please contact Magnopus at Magnopus LLC, 523 W. 6th St., Suite 330, Los Angeles, CA 90014, United States, Phone: (213) 337-9950.