This binding user agreement (“Agreement”) sets forth the terms and conditions governing Your use of and access to the Squawkr application and associated services (“Squawkr”), entered by and between You (“You” or “Your”) and Implossible Studios, LLC, a Pennsylvania limited liability company, and its affiliates (“Implossible”), effective when You first access Squawkr (“Effective Date”). By accessing Squawkr, You confirm that You have read and understand the terms and conditions below, and agree as follows:
LICENSE AND OWNERSHIP TO SQUAWKR: Your Rights and Responsibilities.
Implossible grants to You a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use Squawkr in accordance with this Agreement, and any published Implossible rules, guidelines or manuals. Subject to the terms of this Agreement and Your creation of a unique Squawkr account associated with a valid email address or permitted third-party authentication, You are responsible for all activities within Your account, regardless of whether the activities are authorized by You or undertaken by You or a third party (including Your contractors, employees, or agents). Implossible is not responsible for any third-party access to Your account.
Implossible (or our licensors) retain all right, title, and interest in and to Squawkr (including without limitation, software graphics, text, images, designs, compilations, databases, targeting information, and the trademarks, logos, domain names, trade names, service marks, trade identities; any and all copyright material (including source and object code), all modifications, updates, related technology, derivative works, and other intellectual property rights. Except as provided in this Section 1, You obtain no rights under this Agreement from Implossible, including any related intellectual property rights. You may not:
- modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any software, data, text, audio, video or images (unless provided by separate license) (“Content”) included in Squawkr;
- reverse engineer, disassemble, or decompile Squawkr or apply any other process or procedure to derive the source code of any software included in Squawkr;
- resell, sublicense, republish, and/or create any derivative work of the Squawkr Content; and/or
- impede another user’s access to Squawkr, or access Squawkr in a way that could damage, disable, overburden or impair Squawkr (through load-testing, or otherwise).
LICENSE AND OWNERSHIP TO YOUR DATA
You retain all right, title, interest and responsibilities in and to the distinct pieces of digitized information that are processed, stored, or hosted in/through Squawkr (“Your Data”). Notwithstanding, You grant Implossible a perpetual, irrevocable, non-exclusive license to use, copy, sublicense, license, rent, sell, loan, give, or otherwise distribute all or any part of Your Data to any third party, solely for Implossible to maintain, copy, archive and/or distribute Your Data to the extent necessary to provide the maintenance, support, marketing and/or advertising mechanisms associated with Squawkr. Since recovery and reinstallation of Your Data is not part of this Agreement, You are solely responsible for backing up Your Data.
You acknowledge that nothing in this Agreement creates in Impossible any ownership or other proprietary rights in or to the party’s property. You represent and warrant to Impossible that: (a) You own or license all right, title, and interest in and to Your Data; and (b) You have all rights in Your Data necessary to grant the rights contemplated by this Agreement.
You warrant, guarantee, and ensure that Your Data and/or Your use of Squawkr will not violate any of the Squawkr policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Data. Specifically, and without limitation, You warrant, guarantee, and ensure that Your Data shall not (in Implossible’s sole discretion) use Squawkr for: (a) any illegal purpose (including without limitation, the phishing or theft of personally identifiable information); (b) publication and/or distribution of hate speech, sexually explicit, pornographic, and/or any other objectionable content that is unlawful, defamatory, and fraudulent; (c) appropriation of copyrighted material without the permission of those who created it.
You are responsible for properly configuring and using Squawkr and otherwise taking appropriate action to secure, protect and backup Your accounts and Your Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Data from unauthorized access and routinely archiving Your Data.
TERM, TERMINATION, AND SUSPENSION
The term of this Agreement will commence on the Effective Date and will remain in effect until terminated hereunder. Implossible, at its sole discretion and effective immediately, may terminate or suspend Your right to access or use any portion or all of Squawkr immediately if Implossible determines (in its sole discretion) that Your use: (i) poses a security risk to Squawkr or any third party, (ii) could adversely impact Implossible’s Content, (ii) could subject Implossible or any third party to liability; (iii) is in breach of this Agreement; (iv) must be terminated or suspended to comply with law; and/or at Implossible’s convenience. Immediately upon the termination or suspension, You must (a) immediately destroy all Squawkr Content in Your possession.
INDEMNIFICATION, LIABILITY AND DISCLAIMERS
- Indemnification. YOU DEFEND, INDEMNIFY, AND HOLD HARMLESS IMPLOSSIBLE AND OUR AFFILIATES FROM AND AGAINST ANY THIRD-PARTY CLAIM CONCERNING: (A) YOUR USE OF SQUAWKR; (B) BREACH OF THIS AGREEMENT OR VIOLATION OF APPLICABLE LAW BY YOU OR YOUR DATA; OR (C) A DISPUTE BETWEEN YOU AND ANY OTHER SQUAWKR USER. YOU WILL REIMBURSE US FOR REASONABLE ATTORNEYS’ FEES, AS WELL AS OUR EMPLOYEES’ AND CONTRACTORS’ TIME AND MATERIALS SPENT RESPONDING TO ANY THIRD PARTY SUBPOENA OR OTHER COMPULSORY LEGAL ORDER OR PROCESS ASSOCIATED WITH THIRD PARTY CLAIMS. YOU WILL DEFEND SQUAWKR, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, AND DIRECTORS AGAINST ANY THIRD-PARTY CLAIM ALLEGING THAT ANY OF YOUR DATA INFRINGES OR MISAPPROPRIATES THAT THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND WILL PAY THE AMOUNT OF ANY ADVERSE FINAL JUDGMENT OR SETTLEMENT. IN NO EVENT WILL YOU AGREE TO ANY SETTLEMENT RELATED TO ANY CLAIM DESCRIBED HEREIN, WITHOUT, WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY.
- Warranty. SQUAWKR IS PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, IMPLOSSIBLE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING SQUAWKR OR THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT SQUAWKR OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
- Limitations of Liability. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO SQUAWKR, (II) OUR DISCONTINUATION OF ANY OR ALL OF SQUAWKR, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO SQUAWKR; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA OR OTHER DATA. IN ANY CASE, IMPLOSSIBLE AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
- Suggestions. Implossible retains all right, title, and interest in and to any suggestions for improvements, enhancements or technical advancements that You communicate to Implossible or our affiliates, without restriction. You irrevocably assign to Implossible all right, title, and interest in and to these suggestions and agree to provide us any assistance necessary to document, perfect, and maintain these rights.
- Modifications to the Agreement. Implossible may modify this Agreement at any time by posting a revised version on the Squawkr website or by otherwise notifying You. By continuing to use Squawkr after the effective date of any modifications to this Agreement, You agree to be bound by the modified terms. It is Your responsibility to check the Squawkr website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.
- Assignment. You may not assign or otherwise transfer this Agreement or any of Your obligations under this Agreement, without Implossible’s prior written consent. Any assignment or transfer in violation of this section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
- Entire Agreement. This Agreement is the entire agreement between You and Implossible, and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Implossible regarding the subject matter of this Agreement. As such, Implossible is not bound by, and specifically object to, any term, condition or other provision submitted by You in any order, receipt, acceptance, confirmation, correspondence or other document.
- Force Majeure. Implossible and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
- Disputes, Governing Law and Compliance. Any dispute or claim relating in any way to Your use of Squawkr, or to any products or services sold or distributed by Implossible shall be governed by the laws of the Commonwealth of Pennsylvania. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. You represent and warrant that You and Your affiliates are solely responsible for compliance with all applicable interstate and international trade laws and regulations related to the manner in which You choose to use Squawkr, including Your transfer and processing of Your Data.
- Independent Parties. This Agreement does not create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
- Confidentiality and Publicity. Until 5 years after conclusion of the Term, You will not disclose any non-public information disclosed by Implossible that is marked as, or given the nature of the disclosure, is reasonably understood to be confidential to Implossible (“Implossible Confidential Information”), including without limitation: (a) nonpublic information relating to Implossible’s affiliates, promotional and marketing activities, finances and other business affairs; and (b) the nature, content and existence of any discussions or negotiations between You and Implossible.
- Notice. Implossible may provide any notice to You under this Agreement by posting a notice through Squawkr or sending a message to the email address then associated with Your account. Notices we provide by posting on the Squawkr Site will be effective upon posting and notices we provide by email will be effective when we send the email.
- No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.
- Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.