PLEASE READ THE ASURION END USER LICENSE AGREEMENT AND THE TERMS AND CONDITIONS FOR THE MSA (COLLECTIVLEY, THIS "AGREEMENT") CAREFULLY AND COMPLETELY. THIS AGREEMENT LIMITS THE LIABILITY OF ASURION TO YOU AND REQUIRES YOU TO SUBMIT ANY DISPUTES THAT YOU MAY HAVE WITH ASURION TO BINDING ARBITRATION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK "ACCEPT" AND DO NOT USE THE MSA.
1. General INFORMATION. The MSA includes software provided by Asurion which allows the mobile recovery functions of the MSA to operate on Your mobile device (the "Asurion functions"). The Asurion functions may include the Locate, Alarm, Lock and Erase functions. Not all of the Asurion functions may be available to You at all times. As an example, due to technical limitations or issues, the Locate or Alarm functions may not be available to You when You are trying to locate Your mobile device. Asurion reserves the right, at any time, to modify, change, suspend or discontinue any or all of the Asurion functions, without prior notice to You. Asurion also reserves the right to suspend or discontinue Your access to the Asurion functions without prior notice to You if You fail to pay any fees or charges related to the MSA or otherwise violate the terms of this Agreement. You may terminate this Agreement and Your use and access of the MSA at any time by contacting Verizon at (800) 922-0204.
2. License Grant AND PROVISON OF THE ASURION FUNCTIONS. Subject to Your ongoing compliance with this Agreement and to Your payment of any fees or charges associated with the MSA, Asurion hereby grants You a personal, revocable, non-transferable, non-exclusive limited right to use the Asurion software to operate the Asurion functions of the MSA on Your mobile device. You acknowledge and agree that Asurion may provide the Asurion functions through one or more subsidiaries, affiliates or third parties.
3. Restrictions on Use. You shall use the Asurion functions strictly in accordance with this Agreement and shall not directly or through a third party: (i) attempt to decompile, reverse engineer, disassemble, derive the source code of or decrypt the Asurion functions; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Asurion functions; (iii) violate any applicable laws, rules or regulations in connection with Your access to or use of the Asurion functions; (iv) rent, lease, sell, redistribute or sublicense the Asurion functions or any aspect thereof; (v) remove, obscure, or alter any proprietary notices (including any notice of copyright or trademark) of Asurion or its affiliates, partners, suppliers or the licensors of the Asurion functions ("Providers"); (vi) install, use or permit the Asurion functions to exist on more than one mobile device at a time; (vii) distribute the Asurion functions to multiple mobile devices; (viii) make the Asurion functions available over a network or other environment permitting access or use by multiple mobile devices or users at the same time; (ix) use any of Asurion's proprietary information, interfaces or other intellectual property in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Asurion functions; (x) use the Asurion functions while operating heavy machinery or engaging in any activity where insufficient attention on your part could result in personal injury, death or property damage; (xi) misuse the Asurion functions including, without limitation, using the Asurion functions in any manner that: (a) interferes with or interrupts the Asurion functions or any hardware, software, system or network connected with the Asurion functions; (b) infringes copyright, trademark or any intellectual property rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (c) stalks, harasses, threatens or harms any person or is otherwise invasive of another's privacy rights; (d) is fraudulent or unlawful or contains defamatory or illegal information, images, materials or descriptions; (e) promotes or provides instructions for illegal activities; (f) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (g) uses the Asurion functions on a device without permission; (h) tampers with or makes an unauthorized connection to the network of any wireless service provider; (i) involves reselling any part of the Asurion functions to any other individual or entity; or (j) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware.
4. COMMUNICATIONS. You consent and agree to receive updates, messages, notices and disclosures related to the Asurion functions in either SMS or electronic form. Those communications are considered to be a part of the Asurion functions, and You will not be able to opt out of receiving them. You acknowledge and agree that You are solely responsible for the payment of any fees or charges that are associated with or related to the communications. YOU WILL INCUR DATA USAGE BY DOWNLOADING AND USING THE MSA.
5. MSA WEBSITE AND PASSWORD. The MSA website is located at www.support.verizonwireless.com/support/terms/products/verizon_mobile_secuity.html and may be accessed and used by You in order to access and use the Asurion functions. You acknowledge and agree that You will provide true, accurate, current and complete information when accessing and using the MSA website. If You provide any information that is untrue, inaccurate, outdated or incomplete or Asurion has reasonable grounds to suspect that You have provided such information, Asurion has the right to suspend or terminate Your access to the Asurion functions. You are solely responsible for keeping any password associated with Your use of the MSA website strictly confidential. Anyone with access to Your password may be able to access and use the Asurion functions on Your mobile device. As an example, anyone with access to Your password may be able to use the Asurion functions to locate or lock Your mobile device without Your knowledge or consent. If You suspect or know that the confidentiality of Your password has been compromised, You should change Your password immediately. You acknowledge and agree that You are responsible and solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure by You to keep Your password confidential, whether such failure occurs with or without Your knowledge or consent.
6. LOCATE FUNCTION. If available to You, the Locate function may allow You to determine the location of Your lost or misplaced mobile device. You should not use the Locate function to determine the location of Your mobile device if You believe or suspect that it has been stolen. In that circumstance, You should seek assistance from Your local law enforcement agency. You should not use any information provided by the Asurion functions to physically recover a stolen mobile device or a mobile device that is located in an unsafe or unfamiliar place. The Locate function provides You with only an estimated or approximate location of Your mobile device. You acknowledge and agree that (i) the results You obtain from the Locate function may not be accurate, timely, satisfactory or reliable; (ii) any information provided by the Locate function is not intended to be relied upon in situations where precise location information is needed; and (iii) the results of the Locate function are subject to uncontrollable factors associated with wireless networks and satellite data, such as environmental and atmospheric conditions, buildings and geography. In no event shall Asurion have any liability to You or any third party for any injuries suffered or damages incurred as a result of Your attempt to locate or to physically recover Your mobile device. You acknowledge and agree that the Locate function is intended for Your personal use only and is not intended for use as an emergency locator system or to track the location of any individual. The Locate function uses a combination of handset and network location services, including global positing services ("GPS") to secure real-time information about the location of Your mobile device ("Location Information"), and the Location Information is provided to Asurion. By downloading the MSA, You acknowledge and agree that Location Information is being provided to Asurion. You may withdraw Your consent to the foregoing at any time by uninstalling the MSA from Your mobile device. You acknowledge and agree that Asurion shall not be responsible for any failure in the functionality of the Locate function that is caused by or related to uninstalling the MSA, whether disabled or uninstalled by You or a third party, with or without Your knowledge or consent.
7. ERASE FUNCTION. If available to You, the Erase function may allow You to erase certain data from Your lost or stolen mobile device or to perform a full factory reset of Your lost or stolen mobile device. The exact result of the Erase function will depend upon Your mobile device and the software that operates thereon. As an example, if You have a mobile device that has Android 2.2 or greater software, Your use of the Erase function will result in a full factory reset of Your mobile device. If You have a mobile device that has Android software that is less than 2.2, only certain data, such as Your contacts and call history will be erased from Your mobile device.
9. Compatibility. We do not warrant that the Asurion functions will be compatible or interoperable with Your mobile device or any piece of hardware, software, equipment or device installed on Your mobile device or used by You to access and use the Asurion functions in connection with Your mobile device ("Accessories"). You acknowledge and agree that compatibility and interoperability problems can cause the performance of the Asurion functions, Your mobile device and any Accessories to diminish or fail completely and may result in permanent the damage to Your mobile device and any Accessories, loss of data located on Your mobile device or Accessories, and corruption of software and files located on Your mobile device and any Accessories. You acknowledge and agree that Asurion and its Providers shall have no liability to You for any losses suffered, resulting from or arising in connection with compatibility or interoperability problems.
10. Security of the ASURION FUNCTIONS. The Asurion functions are intended for Your personal use only. You acknowledge and agree that the Asurion functions may be disabled or uninstalled from Your mobile device at any time and that the Asurion functions may not function properly, may contain errors or bugs and are susceptible to breach, corruption or failure. If the Asurion functions malfunction or fail or are disabled or uninstalled from Your mobile device, with or without Your knowledge or consent, the Asurion functions will not operate. You are solely responsible for any claims, liability, losses or damages arising out of the unauthorized disclosure, transfer or use of any personal content, data or materials stored on Your mobile device for any reason, even if occurring as a result of a failure in the Asurion functions or from disabling or uninstalling the Asurion functions, with or without Your knowledge or consent.
11. Third Party Content and Services.
a. Disclaimer. The Asurion functions may permit access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties ("Third Party Content and Services"). Asurion does not investigate, monitor, represent or endorse the Third Party Content and Services available through the Asurion functions. You understand that by accessing and using the Third Party Content and Services, You may encounter information, materials and subject matter (i) that You or others may deem offensive, indecent, or objectionable; or (ii) which may or may not be identified as having explicit language. Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and Asurion and its Providers shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. Asurion hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services.
c. Endorsements. You acknowledge and agree that the provision of access to and the listing of any Third Party Content and Services including, without limitation any third party websites, business listings, data, end-user content (including suggestions, comments and recommendations) available through the Asurion functions shall not constitute or imply any endorsement by Asurion or its Providers of such Third Party Content and Services. Asurion reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Asurion functions, although Asurion has no obligation to restrict or deny access even if requested by You.
d. Use of Third Party Content and Services. You agree that the Third Party Content and Services contain proprietary information and material that is owned by Asurion and its Providers and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third Party Content and Services. No portion of the Third Party Content and 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 Third Party Content and Services, in any manner, and You shall not exploit the Third Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. You agree that You will not use any Third Party Content and Services in a manner that would infringe or violate the rights of any other party, and that We are not in any way responsible for any such use by You.
12. Intellectual Property Rights.
a. Proprietary Rights in the Services and Software. You acknowledge and agree that (i) the Asurion functions and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Asurion; (ii) the source and object code of the Asurion functions and the format, directories, queries, algorithms, structure and organization of the Asurion functions are and shall remain the intellectual property and proprietary and confidential information of Asurion; (iii) You are not granted any intellectual property rights by implication, estoppel or other legal theory in the Asurion functions or any software provided through or in conjunction with the Asurion functions; and (iv) all rights not expressly granted in this Agreement are hereby reserved and retained by Asurion.
b. Third Party Software. The MSA may utilize or include third party software that is subject to open source and third party license terms ("Third Party Software"). You acknowledge and agree that Your right to use such Third Party Software as part of the Asurion functions is subject to and governed by this Agreement and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event, shall the Asurion functions or components thereof be deemed to be "open source" or "publically available" software.
c. Asurion Marks. Asurion retains all rights, interests and titles to all Asurion logos, trademarks, design marks, slogans, product and service names, and any derivations thereof (the "Asurion Marks"). You are not authorized to use the Asurion Marks in any advertising, publicity or in any other commercial manner without the prior written consent of Asurion, which may be withheld for any or no reason.
d. Infringement Acknowledgement. You acknowledge and agree that, in the event of a third party claim that the Asurion functions or Your possession or use of the Asurion functions infringes the intellectual property rights or misappropriates the proprietary information of any third party, You shall be responsible for the investigation, defense, settlement, and discharge of any such claim.
e. Restriction on Transfer. You may not rent, lease, lend, sublicense, assign or transfer the Asurion functions, this Agreement, or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect.
13. Product Claims. You acknowledge and agree that You are responsible for addressing any third party claims relating to Your use of the Asurion functions and that You will notify Asurion of any third party claims relating to the Asurion functions of which You become aware. Furthermore, You hereby release Asurion and its Providers from any liability resulting from Your access to or use of the Asurion functions, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Asurion functions fail to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
14. Suspension and Termination. This Agreement, including the rights and licenses granted herein, is effective until terminated. You may terminate the MSA and this Agreement at any time by contacting Verizon at (800) 922-0204. Upon any termination for any reason, Asurion shall have no liability to You and no further obligations under this Agreement.
15. Indemnification. You agree to indemnify, defend and hold harmless Asurion, the Providers and each of their respective officers, directors, employees, agents, contractors, suppliers, successors and assigns (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, liability, fine, penalty, interest, cost or expense (including, but not limited to, reasonable fees of attorneys and other professional advisors and related expenses) of any kind arising out of or in connection with the following: (i) Your access to or use of the Asurion functions or any Third Party Content and Services; (ii) Your breach of this Agreement; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party including, without limitation (a) any infringement of any intellectual property, (b) any misappropriation of any proprietary or confidential information or trade secret of any person or entity, or (c) violation of any privacy or consumer protection right that is implicated herein. Asurion reserves the right, at Your expense, to assume the exclusive defense and control of any matter which You are required to indemnify against, and You agree to cooperate in Asurion's defense of such matter. This obligation shall survive any termination of this Agreement.
16. No Right of Survivorship. You agree that Your right to access and use the Asurion functions is non-transferable and that any rights to the Asurion functions terminate upon Your death.
a. Severability. If it shall be determined that any provision or wording of this Agreement shall be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable, shall not be affected and such invalidity or unenforceability shall be construed or modified so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, if such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provision.
b. Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
c. Export Control. You may not use or otherwise export or re-export the Asurion functions, except as authorized by United States law and the laws of the jurisdiction in which the MSA was obtained. You agree (i) to comply with the requirements of the U.S. Department of Commerce ("DOC") Export Administration Regulations, the U.S. International Traffic in Arms Regulations, applicable U.S. sanctions and embargoes administered by the U.S. Department of Treasury, and all applicable international, national, state and local laws, and regulations, including without limitation any applicable import and use restrictions, to the extent that any of the foregoing apply to You; (ii) not to download or otherwise export, or re-export the Asurion functions into U.S. embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the DOC's Denied Person's List or Entity List and that by using the Asurion functions, you represent and warrant that you are not located in any such country or on any such list; and (iii) not to license, sell, provide or distribute the Asurion functions for use in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons. Diversion of the Asurion functions contrary to applicable law is prohibited.
d. Third Party Beneficiaries. Except as otherwise provided, nothing in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
e. Entire Agreement. This Agreement, including the documents incorporated herein by reference, constitutes the entire agreement with respect to the use of the Asurion functions licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
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