End User License Agreement for NeonMoves Mobile Application for Android
Updated 16 September 2019
This is a legally binding agreement. Please read it carefully. By clicking “I Agree,” or installing or using the NeonMoves Mobile Application for Android software and/or any updates to such software (collectively, the “Software”) provided by Emerge Enterprises LLC d.b.a PwrdBy and/or its affiliates (collectively, “PwrdBy”), you either:
- Agree to the following terms in sections 1-13 on behalf of the PwrdBy customer with which you are employed, affiliated or associated (“Customer”) and represent that you have authority to bind the Customer to these terms, and represent that you are an authorized User under the service agreement between PwrdBy and the Customer (the “Agreement”). All such users are “Customer Users” hereunder and this End User License Agreement constitutes an End User License Agreement for such Customer Users. If you do not have such authority or are not an authorized User, you may only install or use the Software as a Non-Customer User.
- For all other users (each a “Non-Customer User”), agree to the terms in sections 1-4, and 14-15.
A. TERMS APPLICABLE TO ALL USERS
1. GENERAL TERMS
Each Customer User and Non-Customer User must have a Microsoft Exchange or Gmail account in order to use the Software. The Software will automatically import your emails in order to provide insights and additional functionality and features to you. By using the Software, you agree that the Software will access your email content, and that your contacts’ email addresses will be transmitted to a third-party data provider, so that we can provide you with enriched data about your contacts.
Google Inc. may, at any time and without notice, restrict, interrupt or prevent use of the Software, or delete the Software from your or the Customer’s Google devices, or require PwrdBy to do any of the foregoing, without entitling the Customer or you to any refund, credit or other compensation from PwrdBy or any third party (including, but not limited to, Google Inc. or your network connectivity provider).
This End User License Agreement/EULA was last updated on August 1, 2019. It is effective between you and PwrdBy as of the date you first download, install or use the Software, whichever is earliest. You are responsible for reading and complying with any amended version of this End User License Agreement/EULA that is posted at http://www.AmeliaApp.com/ before such version can be made available by PwrdBy via the Software.
You acknowledge and agree to PwrdBy’s privacy statement available at http://ameliaapp.com/privacy/, as may be amended from time to time.
2. TERMS REQUIRED BY GOOGLE INC.
(a) This End User License Agreement/Order Form Supplement constitutes an end user license agreement (EULA) in lieu of any license grant provided by Google to use the Software on a Supported Device. This End User License Agreement is between the Customer or Non-Customer User and PwrdBy only, and not with Google. PwrdBy is solely responsible for the Software.
(b) The Google Play marketplace is owned and operated by Google Inc. Your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http://www.google.com/accounts/TOS) and the Google Play Terms of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html and together with the Google Terms of Service called the “Terms”). In addition, your use of Google Play is subject to the Google Play Business and Program Policies (http://play.google.com/about/android-developer-policies.html). The Google Play Market Terms of Service, Google Play Business and Program Policies, and Google Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.
(c) PwrdBy is solely responsible for providing and Google has no obligation to provide maintenance and support for the Software. Support requests, as well as questions, complaints or claims regarding the Software, may be directed to PwrdBy Customer Support support@pwrdby.com.
(d) To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the Software, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. PwrdBy shall not be required to provide a refund to you or to the Customer under any circumstances.
(e) Google shall not be responsible for addressing any claims by you, the Customer, Non-Customer User, or any third party relating to the Software or your or the Customer’s possession and/or use of the Software, including but not limited to (i) product liability claims, (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
(f) Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Software or your or the Customer’s possession and use of the Software infringes a third party’s intellectual property rights.
(g) The Customer or you represent and warrant that (i) the Software will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo or has been 3 designated by the U.S. Government as a “terrorist-supporting” country, and (ii) neither you, the Customer nor any User is listed on any U.S. Government list of prohibited or restricted parties.
(h) PwrdBy’s address is 2000 NW 150th Ave Pembroke Pines Fl 33028, U.S.A. (i) Notwithstanding anything to the contrary in the Agreement, Google Inc. and its subsidiaries are third-party beneficiaries of this EULA, and have the right (and shall be deemed to have accepted the right) to enforce this EULA against you and the Customer or the Non-Customer User.
(j) In order to continually innovate and improve Google Play, Google may collect certain usage statistics from Google Play and Supported Devices, including but not limited to, information on how Google Play and Supported Devices are being used. The data collected is examined in the aggregate to improve Google Play for users and developers and is maintained in accordance with Google’s Privacy Policy. To ensure the improvement of the Software, limited aggregate data may be available to PwrdBy upon its written request
3. THIRD PARTY COMPONENTS & DISCLOSURES
The Software includes certain third-party components, and the applicable terms for such components are disclosed within the Software, in the “Settings” tab.
4. MISCELLANEOUS
To the extent you use the Software to send SMS messages or make cellular voice calls, you may be subject to standard text messaging rates or other carrier charges.
B. TERMS APPLICABLE TO CUSTOMER USERS
5. THIS EULA
This EULA is part of how the Customer ordered the NeonMoves Mobile Application for Android service, or a PwrdBy service incorporating the NeonMoves Mobile Application service. This EULA is governed by the Agreement. This EULA adjusts certain terms of the Agreement, solely with respect to the Software. Capitalized terms used but not defined in this EULA have the meanings given to them in the Agreement.
6. THE SOFTWARE
The Software allows NeonMoves Mobile Application for Android Customers to use the Software from Supported Devices. A “Supported Device” is a combination of an Android device model and relevant Android software version(s) that is supported by the Software. The Software is provided by PwrdBy as a component of the applicable service described in the Agreement.
The Software contains a feature that allows a Customer User to connect to his/her PwrdBy account, via the Software, if: (1) Customer User has a valid, active account; and (2) the administrator who manages Customer User’s Org has not disabled use of the feature. “Org” means a unique instance of the Services, i.e., a separate set of Customer Data and 4 Customer-specific Service customizations held by PwrdBy in a logically-separated database (i.e., a database segregated through password-controlled access). If Customer User uses this feature, Customer Data may be transferred to and from the respective technical infrastructure systems that support the PwrdBy core products (and where “core products” means services branded as ameliaapp.com or pwrdby.com). During each such transfer, Customer Data is proxied through PwrdBy Inbox servers operated by a third party provider, Azure Web Services. (“AWS”). Additional information regarding these technical infrastructure systems is available in the Documentation, accessible online at www.AmeliaApp.com.
7. WHO YOU ARE CONTRACTING WITH This EULA is being entered into between the PwrdBy entity named on the EULA and the Customer. In this EULA, the term “PwrdBy” means that entity.
8. SOFTWARE LICENSE The Software, including software embedded in the Software, is licensed, not sold, to the Customer by PwrdBy only under the terms of the Agreement, the EULA and this EULA Supplement, and PwrdBy reserves all rights not expressly granted to the Customer. The Customer or you own the media or device on which the Software is recorded or stored but PwrdBy and its licensors retain ownership of the Software itself.
9. PERMITTED LICENSE USES ANDRESTRICTIONS
(a) This EULA allows you, as an authorized User under the Agreement, to use the Software on any Supported Device and on no other devices, except as otherwise set forth herein.
(b) You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.
(c) With respect to updates to the Software that PwrdBy may make available for download, this EULA allows you to download such Software updates to update or restore the Software on any Supported Device.
(d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of PwrdBy and/or its licensors. If you or any other Customer personnel violate this restriction, you or they, and the Customer, may be subject to prosecution and damages.
(e) Neither you nor the Customer may rent, lease, lend, redistribute or sublicense the Software. The Customer may, however, allow other authorized Users under the Agreement to use the Software in connection with a re-assignment of the Supported Device to another authorized User under the Agreement.
(f) The Software is available only for Supported Devices, and is not available for all devices. Please check www.AmeliaApp.com or contact your PwrdBy representative to determine whether a specific device-Android software combination is supported by the Software.
(g) Without limiting the generality of anything herein, you acknowledge and agree that the Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Software.
10. TERM AND TERMINATION PwrdBy may terminate this EULA at any time upon 30 days’ notice to Customer without cause, or immediately upon notice to the Customer if any third party (including, but not limited to, Google Inc., or your network connectivity provider) restricts, prevents or ceases to authorize the installation or use of the Software on your Supported Device or over your network. In addition, this EULA shall terminate immediately and automatically upon any termination or expiration of the Customer’s subscription to the NeonMoves Mobile Application for Android service. Upon any such termination or expiration, the Customer (including you) shall no longer be permitted to use the Software, and shall delete or destroy all copies of the Software in its (including your) possession.
Termination of this EULA shall not entitle the Customer to any refund, credit, or other compensation from PwrdBy under the Agreement or any other agreement or from any third party.
11. SERVICE LEVEL AGREEMENT
Any service level agreement in effect between the Customer and PwrdBy shall not apply to the Software.
12. DEPENDENCIES
The user must have a Supported Google Device to utilize the NeonMoves mobile application.
13. USE OF DATA
The Software may obtain information from, or access data stored on, a Supported Device in order to provide the NeonMoves Mobile Application. The Software may transmit information to and from your device to provide the NeonMoves Mobile Application. The Software may provide PwrdBy.com with information related to your use of the NeonMoves Mobile Application, information regarding your computer system, and information regarding your interaction with the Software, which PwrdBy.com may use to provide and improve the NeonMoves Mobile Application and related products. The Software’s access to information through your or the Customer’s device does not cause that information to be Customer Data under the Agreement or the PwrdBy Privacy Statement.
C. TERMS APPLICABLE TO NON-CUSTOMER USERS
14. LICENSE GRANT & USE RESTRICTIONS
The Software, including software embedded in the Software, is licensed, not sold, to you by PwrdBy only under the terms of this End User License Agreement, and PwrdBy reserves all rights not expressly granted to you. PwrdBy does not own the media or device on which the Software is recorded or stored, but PwrdBy and its licensors retain ownership of the Software itself.
(a) This End User License Agreement allows you, as a Non-Customer User, to use the Software on any Supported Device and on no other devices, except as otherwise set forth in section 2. A “Supported Device” is a combination of an Android device model and relevant Android software version(s) that is supported by the Software.
(b) You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not sell, resell, rent, lease, lend, redistribute, sublicense, or otherwise make the Software available.
(c) With respect to updates to the Software that PwrdBy may make available for download, this End User License Agreement allows you to download such Software updates to update or restore the Software on any Supported Device.
(d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of PwrdBy and/or its licensors. If you violate this restriction, you may be subject to prosecution and damages.
(e) The Software is available only for Supported Devices, and is not available for all devices. Please check www.PwrdBy.com to determine whether a specific device-Android software combination is supported by the Software.
(f) Neither PwrdBy nor its third party providers warrant the Software will perform in accordance with any specifications, documentation, or other standards, perform in an uninterrupted capacity, be error-free or bug-free, provide complete or accurate data, nor do they make any warranties as to the results to be obtained from the use of the Software. Use of the Software and reliance thereon is at Non-Customer User’s sole risk. Neither PwrdBy nor its third party providers will in any way be liable to Non-Customer User or any other entity or person for their inability to use the Software, or for any inaccuracies, errors, omissions, delays, computer viruses or other infirmity or corruption, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Software. The Software is provided on an “as is” basis and without warranty or any technical support of any kind. No warranties, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or of any other type is provided hereunder.
(g) PwrdBy may terminate this End User License Agreement at any time without cause. Upon any such termination or expiration, you shall no longer be permitted to use the Software, and shall delete or destroy all copies of the Software in your possession.
(h) Termination of this End User License Agreement shall not entitle you to any refund, credit, or other compensation from PwrdBy under this agreement or any other agreement or from any third party.
(j) You will defend PwrdBy against any claim, demand, suit or proceeding made or brought against PwrdBy by a third party alleging that any of your data that you upload into the Software, or your use of the Software in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against PwrdBy”), and will indemnify PwrdBy from any damages, attorney fees and costs finally awarded against PwrdBy as a result of, or for any amounts paid by PwrdBy under a court-approved settlement of, a Claim Against PwrdBy, provided PwrdBy (a) promptly gives you written notice of the Claim Against PwrdBy, (b) gives you sole control of the defense and settlement of the Claim Against PwrdBy (except that you may not settle any Claim Against PwrdBy unless it unconditionally releases PwrdBy of all liability), and (c) gives you all reasonable assistance, at your expense.
(k) Without limiting the generality of anything herein, you acknowledge and agree that the Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Software.
(l) You may not use the Software to submit or link to any content that, in PwrdBy’s sole discretion:
- Infringes or violates the intellectual property or other rights of any person or entity;
- Intentionally interferes with the operation of the Software or other PwrdBy products or services;
- Violates anyone’s privacy or publicity rights;
- Breaches any duty of confidentiality that you owe to any person or entity;
- Is vulgar, offensive, inappropriate, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
- Contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware; or, any content that PwrdBy may reject for any reason in its sole discretion. For clarity, and notwithstanding the foregoing, Customer Users are restricted from using the Software to submit or link to certain content as set forth in the Agreement.
15. USE OF DATA
The Software may obtain information from, or access data stored on, a Supported Device in order to provide the NeonMoves Mobile Application. The Software may transmit information to and from your device to provide the NeonMoves Mobile Application. The Software may provide PwrdBy.com with information related to your use of the NeonMoves Mobile Application, information regarding your computer system, and information regarding your interaction with the Software, which PwrdBy may use to provide and improve the NeonMoves Mobile Application and related products. The Software’s access to information through your device does not cause that information to be Customer Data under the PwrdBy Privacy Statement.
Please indicate whether you agree to the terms of this End User License Agreement/EULA Supplement.