KleanKars Customer Mobile Application End User License Agreement
Effective Date: May 24, 2017
Last Modified: May 24, 2017
This KleanKar Customer Mobile Application End User License Agreement (“Agreement”) is a legally binding agreement between you (“End User” or “you”) and KleanKars, Inc. (“Company”). This Agreement governs your use of the Company’s KleanKars customer mobile application on any computer, smartphone or other mobile device/platform (including all related documentation, the “Application”) and any and all content, functionality, and products and services offered on or through the Company’s websites and mobile applications. The Application is licensed, not sold, to you.
- License Grant
Subject to the terms of this Agreement, Company grants you a personal, revocable, limited, non-exclusive, and nontransferable license to:
- download, install, and use the Application for your limited personal use (as set forth below) consistent with this Agreement on a single computer, smartphone, or other mobile device owned or otherwise controlled by you (“Device”) strictly in accordance with the Application’s documentation; and
- License Restrictions
Licensee shall not:
- copy the Application, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works, modifications, or improvements, whether or not patentable, of the Application;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one Device at any time;
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or
- use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
- Reservation of Rights
- Collection and Use of Your Information
- Content and Services.
- Geographic Restrictions
The Content and Services are based in the state of Texas in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws. Furthermore, the Company reserves the right, in its sole discretion, to add, remove, suspend (for any length of time or indefinitely), or otherwise modify your registration and use of the Application as a KleanKars Customer, the KleanKars products and services offered, and the locations where any such services and products are offered throughout the United States for any and all reasons with or without notice.
Company may from time to time in its sole discretion, with or without notice, develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain content, features, and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular content, features, or functionality. Based on your Device settings, when your Device is connected to the Internet either:
- the Application will automatically download and install all available Updates; or
- you may receive notice of or be prompted to download and install available Updates.
- Third-Party Materials
If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.
- Variation of Terms
The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
- Customer Obligations and Terms.
- In using the Application or any products and services of Company, you agree to the following: (i) to abide by applicable federal, state, and local laws, statutes, rules, regulations, and codes; (ii) to act in a courteous, polite, and respectful manner toward the Company, its personnel, and the KleanKars Buddy contractors; (iii) to timely pay any and all applicable Company fees and costs related to the products and/or services you ordered, pursuant to the stated fees and costs set forth on the Application at the time you placed the order (provided, however, should you cancel an order before the KleanKars Buddy starts the job, you shall only be responsible to pay a cancellation fee of ten U.S. dollars ($10) and should any dispute arise related to whether or not an order was cancelled, the Company shall have final discretion and authority to decide the outcome and you hereby agree to abide by the Company’s decision); (iv) to not steal, use, misappropriate, or otherwise deprive Company of its trade secrets, confidential and/or proprietary information, or other things of value pertaining to its Application, business plan, products, and services; and (v) to abide by Company’s applicable policies and procedures that have been made available to you through its Website and/or Application
- You represent and warrant that your use, or intended use, of the Application does not and will not directly or indirectly breach, violate, misuse, or infringe on any of Company’s proprietary rights, intellectual property, trade secrets, or other things of value.
- ) You represent and warrant that any and all information you provide to the Company, whether during or after the KleanKars Customer registration process, is correct, true, accurate, and complete, including, but not limited to, your address, contact information, payment information, and other requested information.
- You acknowledge, understand, and agree that the service providers known as “KleanKars Buddy” are independent contractors of Company and as such, Company is not responsible or liable in any way for any and all actions, acts, omissions, behaviors, or other conduct (or misconduct) of such independent contractors. Although Company provides, among other things, certain (i) third party products, supplies, and equipment to aid and facilitate in the performance of KleanKars services; (ii) certain training on cleaning and detailing techniques and procedures; and (iii) provides the KleanKars Buddy mobile application allowing the KleanKar Application to facilitate cleaning services between KleanKars Buddies and KleanKars customers, in each case, including those not expressly set forth herein, Company does not assume any responsibility or liability for any third party contractors, products, or services and such third parties remain solely liable and responsible for their actions, acts, omissions, behaviors, services, products, and other conduct, whether or not set forth herein.
- With respect to any disputes (including, but not limited to, over the scope of work performed, quality of work performed, cancellation, etc.) between you and a KleanKars Buddy, you hereby acknowledge and agree that the Company shall have final authority to decide and determine the outcome of any such dispute as between you and the KleanKars Buddy and you agree to abide by such decision of the Company.
- You shall report any complaint, dissatisfaction, allegation, or other claim no later than fifteen (15) minutes after the relevant KleanKars services was completed. For the avoidance of doubt, you hereby agree to report any issue whatsoever related to the Company, a KleanKars Buddy, or any other Company-related good or service within fifteen (15) minutes from the time that a KleanKars Buddy submits his/her “notification of completion” using the Application. Furthermore, you acknowledge and agree that any reported issue after such fifteen (15) minute window, shall be disregarded and invalid for any and all purposes.
- You understand, acknowledge, and agree that you, as the customer, are solely responsible and liable for any personal belongings, content, specialized equipment, documents, weapons, products, jewelry, monies, or any other items left in your vehicle. For the avoidance of doubt, Company is not responsible or liable in anyway or for any reason for any loss, theft, destruction, misuse, or other damage of any such items left in the vehicle during the performance of KleanKars services.
- Term and Termination.
- Termination will not limit any of Company’s rights or remedies at law or in equity.
- Disclaimer of Warranties
THE APPLICATION IS PROVIDED TO LICENSEE “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS AND DEFECTS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND AND CHARACTER, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE LICENSORS, OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, ATTORNEYS, ACCOUTNANTS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “COMPANY GROUP”), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE APPLICATION AND THE SUBJECT MATTERS CONTAINED IN THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY GROUP PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND AND CHARACTER THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE, QUALITY, OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY GROUP HAVE ANY LIABILITY ARISING FROM, IN CONNECTION WITH, OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, THE SUBJECT MATTERS CONTAINED IN THIS AGREEMENT, OR TO ANY OTHER CONTENT, PRODUCTS, SERVICES, MATERIALS, OR EQUIPMENT RELATED TO THE COMPANY FOR:
- PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, REPLACEMENT COSTS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
- DIRECT DAMAGES IN EXCESS OF THE AMOUNT OF FEES ACTUALLY RECEIVED BY YOU AS CONSIDERATION FOR THE KLEANKARS SERVICES GIVING RISE TO SUCH CLAIMS DURING THE SIX MONTH (6) PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BY STATUTE OR IN EQUITY, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Export Regulation; Compliance with Laws
The Application may be subject to United States export control laws, including, but not limited to, the U.S. Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, transfer, re-transfer, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, transfer, re-transfer, or release is prohibited by applicable law, rule, or regulation. You will comply with all applicable federal, state, local, and other laws, regulations, and rules.
- U.S. Government Rights
The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
- Severability and Reformation
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect, and in lieu of such illegal, invalid, or unenforceable term or provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable term or provision as similar in terms to such illegal, invalid, or unenforceable term or provision as may be possible, and each affected party requests the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable term or provision in accordance with this section.
- Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the state of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Dallas and Dallas County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Entire Agreement; Hierarchy of Control
- Non-Waiver; Remedies Cumulative
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. The remedies provided herein shall be cumulative and shall not preclude the assertion by any party of any other rights or the seeking of any other remedies against any other party, as the case may be.
You acknowledge that you have had the opportunity to read and review this Agreement and that you understand all of the terms of this Agreement and its importance. Parties agree that there have been no material representations made to induce entering into this Agreement.
- Attorneys’ Fees
- Force Majeure
- No Third-Party Beneficiaries
Except as set forth herein, this Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Company under the Agreement will apply equally to its owners, licensors, affiliates, suppliers, and the owner of any third party products with respect to such third party products only, and such third parties are intended third-party beneficiaries of this Agreement, with respect to such third party products only as applicable.
- Interpretation; Headings; Construction
Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or interpretation of this Agreement. The Agreement will not be construed in favor of or against a party based on the author of the document.
- Survival of Terms
Notwithstanding the suspension, cancellation, expiration, or termination of this Agreement, the parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance after such suspension, cancellation, expiration, or termination, including, but not limited to, those related to indemnities, limitations on liabilities, non-disparagement, and intellectual property rights.
You acknowledge, understand, and agree that at any time during the course of this Agreement or thereafter, you will not make any defamatory or disparaging remarks or statements, verbally or in writing, including via any social networking outlet, to the news media, any competitor, customer, or any other individual or entity regarding Company Group or any of its or their respective policies, products, equipment, services, or procedures (past, present, or future).
- Injunctive Relief.
- Press Releases or Public Information.
You will not publish articles, give press releases, or make speeches about, or otherwise publicize the existence of, or scope of, this Agreement or any details about the Company or its owners, officers, products, services, facilities, applications, proprietary information, or business plans without the express prior written consent of an authorized person of Company. The obligations of this paragraph shall survive any termination, cancellation, or expiration of this Agreement.