Social Beat End-User License Agreement

iSkoot Social Client End User License Agreement

This End User License Agreement (the “License Agreement” or “Agreement”) sets forth the terms and conditions governing the use of the iSkoot web notification service, including the related software application (the “Service”). The Service is developed, owned and provided to you by Qualcomm iSkoot, Inc. (“iSkoot”).

Please read this Agreement carefully before you proceed with the registration process, because it constitutes a legal and binding contract between you and iSkoot.

THE SERVICE IS NOT INTENDED FOR USE BY PERSONS UNDER THE AGE OF 13. IF YOU ARE UNDER 13 YEARS OLD, YOU MAY NOT USE THE SERVICE, OR PROVIDE iSKOOT WITH ANY PERSONALLY IDENTIFIABLE INFORMATION.

BY CLICKING THE “ACCEPT” BUTTON ON YOUR DEVICE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. If you do not agree with the following terms and conditions, you must discontinue the registration process and refrain from using the Service. If you use the Service on behalf of a company, by clicking the “Accept” button you confirm and warrant to iSkoot that you have full authority to bind the company and consent on the company’s behalf to this Agreement. The term “you” in this Agreement refers to you, an individual, and/or to the company on whose behalf you authorized the Agreement.

The Service

The Service allows you to send outgoing, and receive incoming, online messages (“Online Content”) from your personal accounts in web content services, such as web-mail services, RSS feeds and messaging services, to your device. To use the Service, you must download a software application to your device. During the initial setup, you will be asked to indicate your preferred messaging services (the “Preferred Services”) from a list of available services and to provide the access information, such as user name and passwords, to your accounts in those services. At all times you may change your initial preferences. The Service will retrieve and aggregate Online Content from your Preferred Services and deliver highlights of the Online Content to your device. You may then request to receive additional related information. When the Online Content delivery session ends, all your access information will be automatically deleted from iSkoot’s systems.

Please note that content display may be affected by the applications, operating systems, screens and other measures and devices used in content processing and display. Consequently, the display of the Online Content on your device may differ from the original display in lay-out, arrangement, color and font style, color and size.

License Grant

Subject to and conditioned upon compliance with the terms and conditions of this Agreement, iSkoot hereby grants you ONLY and you accept a nonexclusive, nontransferable, revocable license to use the Service, only as authorized in this License Agreement, for your personal and non-commercial use. Your limited right of use will automatically expire upon the termination or cancellation of this Agreement, by either party, for any reason.

Your Responsibilities

You are solely responsible for your use of the Service. iSkoot does not create, monitor, examine or inspect the Online Content delivered to or sent by you through the Service. iSkoot merely provides a platform for transferring Online Content to and from your messaging services accounts to and from your device, and is not responsible for such content’s accuracy or reliability. The Online Content may include links to third-party websites and content (collectively, the “Linked Content”). The Linked Content is not under iSkoot control and iSkoot is not responsible whatsoever for any such Linked Content. The Online Content and Linked Content do not represent or reflect any advice, views, opinions or beliefs of iSkoot and iSkoot does not endorse or claim any responsibility for the Online Content or Linked Content.

You agree that you are fully accountable for the Online Content and Linked Content delivered to or sent by you through the Service and for any consequences resulting from your use of or reliance upon such Online Content or Linked Content.

You may not use the Service to transfer Online Content which may reasonably be deemed to be: (1) Infringing or violating intellectual property rights of other parties, including patents, copyrights, trademarks, service marks and trade secrets; or (2) Identifying minors, their personal details or their address and ways to contact them; or, (3) Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offence, under the applicable laws; or, (4) Prohibited by any applicable law, including court restraining orders, to be published, disseminated, or otherwise made available to the public; or, (5) Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable; or (6) violating the then current terms of service for the Preferred Services.

Term

This License Agreement is effective upon your clicking the “Accept” button on your device and will continue until terminated.

Notwithstanding any remedies that may be available under any applicable law, iSkoot may temporarily or permanently deny, limit, temporarily suspend, or terminate your license or your access to some or all of the Online Content, for any reason or no reason, including, without limitation, if iSkoot believes that: (1) you have abused your rights to use the Service; or (2) you have breached this License Agreement; or, (3) you have performed any act or omission that violates any applicable law, rules, or regulations; or, (4) you have performed any act or omission which is harmful or likely to be harmful to iSkoot, or any other third party, including other users or suppliers of iSkoot; or, (5) you made use of the Service to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such an act; or (6) iSkoot, in its sole discretion, believes that it has insufficient rights to provide the Service or access to any or all of the Online Content.

Intellectual Property

All rights, title and interest, including copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service, including computer code, graphic design, lay-out and the user interfaces of the Service, are owned by, or licensed to iSkoot. Other than expressly permitted in the Agreement, you may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of any material that is subject to iSkoot’s or to third parties’ proprietary rights in the Service, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to by electronic, mechanical or optical means.

iSkoot retains all trademark or service mark rights in the Service, iSkoot, iSkoot.com, and all applicable marks and logos. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of these marks and logos.

You must avoid any action or omission which may dilute, or tarnish the goodwill of iSkoot.

Nothing in this Agreement shall be deemed to grant any rights (whether express, implied, or by way of implication or estoppel or otherwise) under any patents, patent applications or inventions of iSkoot or any of its affiliates. You hereby acknowledge and agree that you have no right by virtue of this Agreement to commercialize any product or service, or to offer to sell, sell, import or otherwise dispose of any product or service. Each party acknowledges and agrees that the exclusion of any rights from this Agreement with respect to the patents, patent applications and inventions of iSkoot and its affiliates is not a derogation of the benefits of the rights provided in this Agreement, and that neither party shall take any inconsistent or contrary position as to this matter.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, iSKOOT EXPRESSLY DISCLAIMS ANY OTHER WARRANTY WITH RESPECT TO THE USE OF THE SERVICE OR ANY CONTENT OR INFORMATION DELIVERED OR SENT THROUGH THE SERVICE TO OR FROM LICENSEE. THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OR ASSURANCE OF QUALITY, RELIABILITY OR FUNCTIONALITY. iSKOOT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN ANY INSTANCE INVOLVING PERFORMANCE OR NONPERFORMANCE BY iSKOOT WITH RESPECT TO THE SERVICE. iSKOOT DOES NOT WARRANT OR GUARANTEE THAT THE USE OF THE SERVICE WILL NOT CAUSE ANY DAMAGES TO THE YOUR DEVICE OR TO ANY OTHER SERVICES PROVIDED TO YOUR DEVICE OR APPLICATIONS AND CONTENT THAT RESIDE ON YOUR DEVICE.

YOU AGREE AND ACKNOWLEDGE THAT THE USE, SUITABILITY AND PERFORMANCE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.

ISKOOT DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER, OR THAT THE SERVICE WILL ALWAYS BE AVAILABLE OR FREE FROM ALL HARMFUL COMPONENTS, OR ERROR, OR THAT THE SERVICE WILL BE IMMUNE FROM UNAUTHORIZED ACCESS.

iSKOOT DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT YOU WILL FIND THE SERVICE SUITABLE FOR YOUR NEEDS.

iSKOOT DOES NOT WARRANT OR GUARANTEE THAT THE ONLINE CONTENT YOU RECEIVE TO YOUR DEVICE WILL BE FREE FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, OR THAT ANY CONTENT, INFORMATION OR DATA RECEIVED ON OR THROUGH THE SERVICE WILL BE FREE OF ANY VIRUSES, WORMS, OR ANY OTHER DESTRUCTIVE PROPERTIES, OR THAT THE ONLINE CONTENT WILL BE LEGAL, NON INFRINGING OR VIOLATING ANY RIGHTS OR APPLICABLE LAWS OR THAT THE ONLINE CONTENT WILL NOT CONTAIN ANY OBJECTIONABLE MATERIALS.

iSKOOT DOES NOT WARRANT THAT THE CONTENT DELIVERED TO OR FROM YOU THROUGH THE SERVICE, AND THE ACCESS INFORMATION THAT YOU PROVIDE TO iSKOOT COULD NOT BE RETRIEVED FROM iSKOOT’S COMPUTER SERVERS.

Limitation of Liability

ISKOOT, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES, AND OTHER AFFILIATES, AS WELL AS ITS THIRD PARTY LICENSORS, WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE AND LOSS (INCLUDING LOSS OF PROFIT, LOSS OF DATA AND WORK STOPPAGE), COSTS, EXPENSES AND PAYMENTS, REGARDLESS OF THE ALLEGED LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, PRODUCT LIABILITY AND STRICT LIABILITY, THAT MAY RESULT FROM, OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE SERVICE, OR FROM ANY FAILURE, ERROR, OR DOWNTIME IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT OR ERROR MADE BY ISKOOT’S STAFF, OR FROM YOUR RELIANCE ON ONLINE CONTENT DELIVERED THROUGH THE SERVICE, OR FROM ANY COMMUNICATION WITH ISKOOT OR FROM ANY DENIAL OR CANCELLATION OF YOUR USER ACCOUNT, OR FROM RETENTION, DELETION, DISCLOSURE OR ANY OTHER USE OR LOSS OF CONTENT ON THE SERVICE, REGARDLESS OF WHETHER ISKOOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, YOUR SOLE REMEDY WILL BE LIMITED TO THE CORRECTIONS OF SUCH ERRORS, OR MALFUNCTIONS.

Indemnification

You hereby undertake to defend, indemnify and hold iSkoot, its officers, employees, shareholders, affiliates, subsidiaries, anyone acting on their behalf, and iSkoot’s third party licensors, harmless from and against any claim, action, or demand asserted by any third party and arising from, or otherwise related to, your use of the Service, or your breach of this Agreement. In such cases, you will reimburse iSkoot, or its third party licensor(s), as the case may be, for any expenses, including court fees, attorney fees and the damages (actual and consequential), which iSkoot or its third party licensor(s), as applicable, might endure.

Privacy Policy

iSkoot respects your privacy. The Service’s Privacy Policy is available at: http://www.iskoot.com/privacy . It explains iSkoot’s accepted privacy practices and is incorporated by reference to this License Agreement. The terms of the Privacy Policy may change from time to time and therefore it is recommended that you read it periodically.

Provisions applicable to Twitter Subscribers:

If you are a Twitter subscriber, then the following terms and conditions apply to you:

• Twitter’s current terms of service can be found at http://twitter.com/tos.

Provisions applicable to Facebook Subscribers:

If you are a Facebook subscriber, then the following terms and conditions apply to you:

• FACEBOOK HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE SUBJECT MATTER SET FORTH IN THIS EULA.
• Nothing in this EULA shall supersede or modify in any way the Statement of Rights and Responsibility, Facebook’s Privacy Policy, or any other Facebook terms applicable to Facebook users.

Compliance with Export Restrictions

You agree that you shall not export or re-export the Service, or any portion of thereof, in any form in violation of the laws and regulations of the United States or any other jurisdiction or country without the appropriate United States and foreign government export or import licenses or other official authorization.

Amendments to the Agreement

iSkoot may amend and modify this Agreement from time to time, including any and all documents and policies incorporated thereto. Substantial changes will take effect 7 days after an initial notification is sent to you via email, or is posted on iSkoot’s website. Other changes will take effect immediately, unless this Agreement is amended to comply with legal requirements or the requirements of any third party content provider, where in such cases the amendments will become effective as required, or ordered.

You agree to be bound by any of the changes made in the Agreement, including changes to any and all documents and policies incorporated thereto. Continuing to use the Service will indicate your acceptance of the amended Agreement. If you do not agree with any of the amended terms of the Agreement, then you must avoid any further use of the Service.

iSkoot advises you to periodically read this Agreement, as it may change from time to time.

No Waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Reservation of Rights

All rights not expressly granted herein are reserved by iSkoot.

Governing Law, Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of California, U.S.A. without giving effect to any choice of law or conflict of law rules or provisions, whether Federal, or of the State of California or of any other jurisdiction, which would result in the application of the laws of a jurisdiction other than the State of California.

Except as provided for in the notice of claimed copyright infringement chapter hereunder, you agree to resolve any dispute or claim that you may have against iSkoot and to submit to personal jurisdiction in the exclusive jurisdiction of state and federal courts in the city of San Diego, California.

Interpretation

The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

Assignment

Any attempt to sublicense, assign or transfer any of your rights, duties or obligations hereunder is void.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any proposals or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall control.

Notice of claimed copyright infringement

iSkoot respects the intellectual property rights of others. If you believe that certain content that resides on iSkoot’s systems at the direction of the Service’s end users’ direction infringes upon copyrights that you own or represent, you may send our copyright agent a written notification, pursuant to the provisions of the Digital Millennium Copyright Act (“DMCA”). To be effective, your notification of claimed infringement must be a written communication provided to our designated copyright agent that includes substantially the following:

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on iSkoot’s systems are covered by a single notification, a representative list of such works;
(3) 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 us to locate the material;
(4) Information reasonably sufficient to permit iSkoot to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(5) A statement that you have 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;
(6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

After receiving your communication, iSkoot may ask you to provide further or supplemental information, prior to removing any content from iSkoot’s systems as iSkoot deems necessary to comply with the provisions of the DMCA. iSkoot may also provide the person who posted the allegedly infringing content with your contact details, in order for that person to be able to contact you and challenge your claim.

iSkoot, in appropriate circumstances, will terminate your license if you are a repeat infringer. If you believe that a user of the Service is a repeat infringer, please contact the copyright agent, and provide information sufficient to confirm that the certain user is a repeat infringer.

You may submit a counter notification to iSkoot’s copyright agent. To be effective, your counter notification must be a written communication provided that includes substantially the following:

(1) Your physical or electronic signature;
(2) Identification of the material to which access has been disabled and the location at which the material appeared before access to it was disabled.
(3) A statement under penalty of perjury that you have a good faith belief that the material was disabled as a result of mistake or misidentification of the material to be disabled;
(4) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which you may be found, and that you will accept service of process from the person who provided notification or an agent of such person.

iSkoot’s copyright agent can be reached at: Qualcomm Incorporated, Attn. Scott Goss, Copyright Agent, 5775 Morehouse Drive, San Diego, CA 92121-1714 Email Address of Designated Agent: copyrightagent@qualcomm.com; telephone number: (858) 845-1054; fax: (858) 845-1249. Please note that the copyright agent receives DMCA notifications only

Open Source

The software used to provide the Service may incorporate open source code. If so, please note the following, as applicable:

(1) This product is based in part on the work of the Independent JPEG Group.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

(3) This product may include software developed by JSON.

The Software shall be used for Good, not Evil.

v. 05-16-11*