End User License Agreement

1. License Grant.

Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to:

1. download, install, and use the Application for use on a desktop or mobile device owned or otherwise controlled by you (collectively, “Device”) strictly in accordance with this Agreement and the Application’s documentation; and
2. access, stream, download, and use on the Device, the Content and Services (as defined in Section 9) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content.

2. License Restrictions.

You shall not:

1. copy the Application, except as expressly permitted by this license;
2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
4. 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;
5. 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, unless explicitly permitted by this Agreement or in writing by the Company; or
6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3. Limited Rights for Third-Party Content Creation.

You acknowledge and agree that, pursuant to the terms of this Agreement, the Application may generally be used to create deliverables exclusively for your use in connection with your business, and not for any other purpose whatsoever. However, notwithstanding the foregoing, the “Scale” and “Agency” subscriptions allow you to use the Application to create deliverables for your customers and clients in the ordinary course of your business. If you are accessing the Application under a “Scale” or “Agency” subscription, you may use the Application to create deliverables for your customers and clients in the ordinary course of your business. Any such deliverables will be subject to the terms of this Agreement and the other agreements and terms incorporated herein. Any improper or unauthorized use of the Application contrary to this Section 3 shall result in the immediate termination of your right to use the Application.

4. Reservation of Rights.

1. You acknowledge and agree that you are permitted to use and access the Application under license, and that the Application is not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
2. You acknowledge and agree that the Company has the right to use (i) information and data you upload to the Application in accordance with the Company’s Privacy Policy, and (ii) materials produced using the Application (whether such materials are owned by you or the Company) in connection with marketing the Application and the Company’s business.

5. Collection and Use of Your Information.

You acknowledge that when you download, install, or use the Application, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to our Privacy Policy By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

6. Additional Acknowledgements

You acknowledge and agree to the following:

1. the Application’s functionality and features may change over time, and additional functions or features may be added, removed, or modified without prior notification from the Company;
2. the Application may contain unforeseen issues, which the Company will address as it sees fit using its commercially reasonable best efforts consistent with the Company’s plans for the Application;
3. the Company makes no representations or warranties regarding any documents or information obtained using the Application;
4. use of the Application may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss;
5. the Company has the right to unilaterally make changes to the Application, add or remove features or functionality, or discontinue the Application at any time and without any obligation or liability to the End User; and
6. You acknowledge and agree that will not infringe on any party’s intellectual property rights in connection with your use of the Application.

7. Feedback.

The End User will provide reasonable feedback to the Company concerning the features and functionality of the Application. If you provide feedback to the Company, all such feedback will be the sole and exclusive property of the Company. You hereby irrevocably transfer and assign to the Company and agree to irrevocably assign and transfer to the Company all of Your right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). You will not earn or acquire any rights or license in the Application or in any Company Intellectual Property Rights on account of this Agreement or your performance under this Agreement, even if the Company incorporates any feedback into the Application.

8. Proprietary Rights; Confidentiality; Restrictions.

You agree not to use the Application for any purpose other than its intended use pursuant to this Agreement and the Company’s Privacy Policy, and not to disclose to any third party without the prior written approval of the Company, the Application, its features, feedback, related technical information identified as confidential or the results of any use of the Application (the “Confidential Information”), unless specifically permitted by this Agreement or in writing by the Company. You will use all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Your rights related to the Application will be limited to those expressly set forth in this Agreement. The Company and its licensors reserve all rights and licenses in and to the Application not expressly granted to you hereunder.

9. Content and Services.

The Application may provide you with access to the Company’s website located at www.contentgen.com (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by Website’s Terms of Use and Privacy Policy located at [TERMS OF USE] and [PRIVACY POLICY], which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.

10. Updates

Company may from time to time in its sole discretion 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 features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. If you are using a downloadable mobile version of the Application provided by the Company, based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

1. the Application will automatically download and install all available Updates; or
2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

11. Third-Party Materials.

The Application may display, include, or make available third-party content (including data, information, applications, stock images, templates, fonts, layouts 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 the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The 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.

12. Payment

All subscription fees for use of the Application are payable in the manner set forth on the Website and are non-refundable. Subscription fees for the first 12 months of this Agreement are due in advance in one lump sum payment. Subscription fees for any month thereafter are due in advance on a monthly basis. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.

13. Term and Termination.

1. The term of Agreement commences when you download the Application or otherwise commence your use thereof, and will continue in effect until the expiration of your paid subscription for the Application or until terminated by you or the Company as set forth in this Section 13.
2. You may terminate this Agreement by deleting the Application and all copies thereof from your Device, terminating any subscription to the Application, and ceasing all use of the Application.
3. Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
4. Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application from the Device and account.
5. Termination will not limit any of the Company’s rights or remedies available under this Agreement or applicable law.

14. Disclaimer of Warranties.

THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND 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 PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND 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 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 OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN ANY SUCH JURISDICTIONS, THE FOREGOING DISCLAIMER OF WARRANTIES SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, 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.
2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), 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.

FURTHERMORE, IN ADDITION TO THE FOREGOING LIMITATION, IN NO EVENT WILL THE COMPANY’S LIABILITY FOR ANY CLAIM EXCEED THE AMOUNT YOU PAID THE COMPANY TO USE THE APPLICATION IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM.

16. Indemnification.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

17. Severability.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

18. Governing Law.

This Agreement is governed by and construed in accordance with the internal laws of the State of Washington 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 Washington in each case located in Seattle and King County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19. Entire Agreement.

This Agreement and our Privacy Policy constitute the entire agreement between you and the Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

20. Waiver.

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. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.