This End User License Agreement ("Agreement") is a binding agreement between you ("You" or "Your") and Multnomah County ("Licensor"). This Agreement governs your use of Bridge Alerts, an application available on the Android platform (including all related documentation, the "Licensed Application"). The Licensed Application is proprietary to Licensor. The Licensed Application is licensed, not sold, to You for use only under the terms of this Agreement. You acknowledge and agree that (a) the Licensed Application is protected under U.S. copyright and other laws, (b) Licensor reserves and shall retain its entire right, title and interest in and to the Licensed Application and all intellectual property rights arising out of or relating to the Licensed Application, (c) there are no implied licenses under this Agreement and any rights not expressly granted to You hereunder are reserved by Licensor and (d) You acquire no ownership or other interest (other than Your license rights) in or to the Licensed Application.
1. Scope of License. The license granted to You for the Licensed Application is limited to a personal, non-transferable, non-exclusive license to download, install, and execute the Licensed Application on any Android device that You own or control. This license does not allow You to use the Licensed Application on any device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If You breach this restriction, You may be subject to prosecution and damages.
Licensor may develop and make available updates or upgrades for the Licensed Application in its sole discretion, and You agree that Licensor has no obligation to provide support for the Licensed Application or to develop any updates or upgrades at all or for particular issues. The terms of this Agreement will govern any updates or upgrades provided by Licensor that replace and/or supplement the original Licensed Application, unless such update or upgrade is accompanied by a separate license in which case the terms of that license will govern.
The Licensed Application may included or be accompanied by software, content, data or other materials, including related documentation, that are owned by persons other than Licensor and that are provided to You on terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). All Third-Party Licenses are incorporated herein by reference and made a part of this Agreement. To the extent of any inconsistency between the Third-Party Licenses and this Agreement, the Third-Party Licenses shall govern the use of the third-party products. You are bound by and shall comply with all Third-Party Licenses. Any breach of any Third-Party License is also a breach of this Agreement. You agree that Licensor's third-party licensors and suppliers are intended third-party beneficiaries of all terms and conditions of this Agreement intended to protect intellectual property rights in the Licensed Application (including the Third-Party Licenses) and limit certain uses thereof; however, they have no obligations hereunder.
2. Consent to Use of Data. You agree that Licensor may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically. Licensor may use this information, as long as it is in a form that does not personally identify You, for any purpose related to the Licensed Application, including, without limitation, improving the performance of the Licensed Application, developing updates or upgrades, providing support for the Licensed Application, verifying Your compliance with the terms of this Agreement, and enforcing the Licensor's rights, including all intellectual property rights in and to the Licensed Application.
3. Termination. The license is effective until terminated by You or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
4. Services; Third-Party Materials. The Licensed Application may enable access to Licensor's and third-party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.
Certain Services may display, include or make available content, data, information, applications or materials from third-parties ("Third-Party Materials") or provide links to certain third-party web sites. By using the Services, You acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. The Licensor does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third-Party Materials or web sites, or for any other materials, products, or services of third-parties. Third-Party Materials and links to other web sites are provided solely as a convenience to You. Location, traffic, and other status data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Licensor, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by any Services.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Licensor is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, third-party Services and Third-Party Materials that may be accessed from, displayed on or linked to from Your device are not available in all languages or in all countries. The Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Licensor, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Licensor be liable for the removal of or disabling of access to any such Services. The Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
5. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF DESIGN, MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Export Regulation. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
8. Government Rights. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to conflict of laws principles (whether of the State of Oregon or any other jurisdiction). Any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon, in each case located in the city of Portland and County of Multnomah, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.
10. Feedback. Licensor has not agreed and does not agree to treat as confidential any suggestion or idea provided by You (any "Feedback") regarding the Licensed Application, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Licensor's right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensating You. Without limiting the generality of the foregoing, You agree that Your provision of Feedback does not give You any intellectual property or any other right, title, or interest in or to software, inventions, or other assets created by Licensor, even if such Feedback leads Licensor to create the software, invention, or other asset.
11. General. Notices to be given or submitted by either party to other pursuant to this Agreement shall be in writing and directed to the address in the preamble to this Agreement or otherwise provided to the other party in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing by non-preprinted agreements clearly understood by both parties to be an amendment and signed by each party hereto. No waiver by Licensor of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Licensor. Except as otherwise set forth in this Agreement, no failure by Licensor to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise by Licensor of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Licensor shall not be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, loss and destruction of property or any other circumstances or causes beyond Licensor's reasonable control. You agree that a material breach of this Agreement would cause irreparable injury to Licensor, its suppliers and/or its licensors for which monetary damages would not be an adequate remedy and that, in the event of any actual or threatened material breach of this Agreement by You, Licensor, its suppliers and its licensors shall be entitled to temporary, preliminary and permanent injunctive relief against You without the requirement of posting a bond or proving actual damages, in addition to whatever remedies Licensor might have at law.