GUNSPACE’S, LLC END LICENSEE LICENSE AGREEMENT ("EULA")
IMPORTANT: THIS IS A BINDING LEGAL AGREEMENT. READ IT CAREFULLY IN ITS ENTIRETY. USE OF THE GUNSPACE’S, LLC (“GUNSPACE”) APPLICATION, FIRMWARE, MOBILE APPLICATION, PLATFORM, AND ANY ACCOMPANYING WRITTEN APPLICATION OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE “APPLICATION”) PROVIDED OR ASSOCIATES WITH THIS END LICENSEE LICENSE AGREEMENT (THIS “AGREEMENT”) CONSTITUTES YOUR UNEQUIVOCAL ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
AFTER YOU HAVE READ THIS AGREEMENT, YOU MUST CHOOSE TO EITHER ACCEPT IT OR CANCEL WITHOUT ACCEPTING. IF YOU ARE ACCESSING THE APPLICATION ELECTRONICALLY, SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING THE “AGREE/ACCEPT” BUTTON OR DOWNLOADING OR USING THE GUNSPACE’S MOBILE APPLICATION ACCOMPANYING THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AS PROVIDED FOR IN THIS AGREEMENT, DO NOT USE OR DOWNLOAD THE APPLICATION AND DO NOT CLICK THE “ACCEPT” BUTTON.
This End-Licensee License Agreement ("EULA") is a legal agreement between Licensee (either as an individual or a business entity as discussed below) and GunSpace’s, LLC ("GUNSPACE"), a Michigan Limited Liability Company, for Licensee’s use of the Application.
The following definitions apply to this EULA.
1.1 "Agreement" means collectively (i) this End Licensee License Agreement, and (ii) the Terms and Conditions.
1.2 "Effective Date" means the date the Parties enter into this Agreement.
1.3 "EULA" means this End Licensee License Agreement.
1.4 "Licensee" means either the individual or business that is downloading, updating, using or accessing the Application or, if the person downloading, updating or accessing the Application is an agent, employee, or other representative authorized to bind a company or other legal entity to this EULA.
1.5 "Hybrid" means the implementation of both web-based Applications and client-server based Application which will share a common GUNSPACE database.
1.6 "Intellectual Property" means any patents, logos, know-how, proprietary processes, proprietary information and other intangible property rights encompassed in or related to the Application and any content.
1.7 "Application" means the mobile software accompanying this License, including, without limitation (i) any binary executable computer programs and any associated files, structure sequence and organization, input and output protocols, screens, functionality, software code, interfaces, graphics , associated media, printed materials, scripts, displays, text, artwork and "online" or electronic documentation contained, downloaded, accessed, or otherwise made available to Licensee pursuant to this EULA, now or in the future; (ii) any updates, modifications, or enhancements to the items listed in subsection (i); and (iii) any specific website the Application directs you to via any browser location on an iPhone or Samsung or such other mobile device (“Mobile Device”).
1.8 "Updates & Upgrades" means additional Application modules GUNSPACE, in its sole discretion, may provide to Licensee for use by Licensee for which Licensee has paid the applicable license fees, if any, and accepted any applicable additional license terms.
1.9 “Services” The GUNSPACE Mobile Application provide a means to enable persons who seek to park their luxury vehicle in a specified spot at certain destinations to be matched with a valet at those destinations. For purposes of this Agreement these services shall collectively be defined as the “Services.” The Terms of Service or Usage Rules will further govern Licensee’s use of and participation in the GUNSPACE Mobile Application.
2. LICENSE GRANT
2.1 License Grant. Subject to the terms and conditions of this Agreement, GUNSPACE grants Licensee a nontransferable, nonexclusive, royalty-free worldwide license to access and use the Application strictly in accordance with the terms and conditions of this License, the Usage Rules and any service agreement associated with your Mobile Device (collectively “Related Agreements”).
Licensee acknowledges that it has no rights to distribute or otherwise disclose, display, publicly perform or transfer the Application to any third party via any means (including without limitation by electronic, magnetic, wireless, tape relay, or other means, or via loan, lease or sublicense of any nature), or to modify or create derivative works of the Application.
2.2 Restrictions on Use. Licensee shall use the Application strictly in accordance with the terms of the Related Agreement and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application; (b) make any modification, adaptation, improvement or enhancement, translation or derivative work from the Application; (c) violate any applicable laws, rules or regulations in connection with Licensee’s access or use of the Application (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark of GUNSPACE or its affiliates, partners, suppliers, or the licensors of the Application; (e) use the Application for any revenue generating endeavor aside from those listed in Related Agreements, commercial enterprise, or other purpose for which it is not designed or intended; (f) distribute the Application to multiple Mobile Devices; (g) make the Application available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time; (h) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, produce or software offered by GUNSPACE; (i) use the Application to send automated queries to any website or to send any unsolicited commercial e-mail; or (j) use any proprietary information or interfaces of GUNSPACE or other intellectual property of GUNSPACE in the design, development, manufacture, licensing or distribution of any applications, accessories, or devises for use with the Application.
2.3 Access to Update Application. GUNSPACE will provide Licensee, under the terms of this Agreement, with access to all updates, if any, to the Application as GUNSPACE may generally make; when such updates are available. Application updates may include minor additions, enhancements, or fixes to the Application. Updates do not include upgrades to newer versions of the Application.
2.4 Eligibility. GunSpace’s Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, GunSpace’s Services are not available to children (persons under the age of 18) or to temporarily to indefinitely terminated Licensees. By becoming a Licensee, You represent and warrant that You are at least 18 years old. By using the Application or Services, You represent and warrant that You have the right, authority, and capacity to enter into this EULA and to abide by the terms and conditions of this Agreement.
Licensee acknowledges and agrees that Licensee is the sole authorized user of licensee’s account. Licensee is responsible for maintaining the confidentiality of any password provided by You or GUNSPACE for accessing the Application and Services. Licensee is solely and fully responsible for all activities that occur under Licensee’s account. GUNSPACE has no control over the use of Licensee’s account and expressly disclaims any liability derived therefrom.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Rights to Application. Licensee further acknowledges and agrees that the Application and all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary and confidential information associated therewith are and shall remain the property of GUNSPACE. Licensee acknowledges and agrees that the source and object code of the Application and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary information of GUNSPACE and its affiliates, licensors and suppliers. All rights not granted to Licensee in the Application shall remain with and are expressly reserved by GUNSPACE.
3.2 Third Party Software. The Application may utilize or include third party Software that is subject to open source and third party license terms (“Third Party Software”). Licensee acknowledges and agrees that Licensee’s right to use such Third Party Software as part of the Application is subject to and governed by the terms 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 the terms of this License 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 Licensee’s use of relevant Third Party Software. In no event, shall the Application or components thereof be deemed to be “open source” or “publicly available” software.
3.3 Company Logo and Merchandizing. Licensee is not authorized to use GunSpace’s trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of the Company, which may be withheld for any or no reason.
3.4 Infringement Acknowledgement. Licensee and GUNSPACE acknowledge and agree that, in the event of a third party claim that the Application or Licensee’s use of the Application infringes on any third party’s intellectual property rights, Licensee (and not GUNSPACE) will be responsible for the investigation, defense, settlement, and discharge of any such claim of intellectual property infringement. Licensee, will, however, promptly notify GUNSPACE in writing of such claim.
3.5 Restriction on Transfer. Licensee may not rent, lease, land, sublicense, or transfer the Application, this License, 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.
4. USE OF INFORMATION
4.1 Consent to Use Information. Licensee hereby authorizes and consents to the collection, storage and use, by GUNSPACE and its affiliates, partners and agents, of any information and data related to or derived from Licensee’s use of the Application, and any information or data that Licensee provides to GUNSPACE and its affiliates, partners, and licensors (“Information”). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and dates, in an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on user actions. Notwithstanding the foregoing, Licensee shall not provide or disclose and the Information shall not include and information or data that is personally identifiable to Licensee. The Information will be treated as being non-confidential and nonproprietary, and GUNSPACE assumes no obligation to protect confidential or proprietary information (other than personally identifiable information) from disclosure and will be free to reproduce, use and distribute the Information to others without restriction. GUNSPACE will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products and services incorporating such information. Licensee warrants that any information provided or uploaded as a result of Licensee’s use of the Application is owned wholly by the Licensee and Licensee agrees the Licensee is prohibited from using the Application in any manner that infringes on the ownership rights of any third-party.
5. THIRD PARTY CONTENT AND SERVICES.
5.1 General. Licensee acknowledges that the Application permits access to products, services, web-sties, 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”).
5.2 Disclaimer. Licensee acknowledges that GUNSPACE does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Application). Furthermore, Licensee’s access to and use of the Third Party Content and Services is at Licensee’s sole discretion and risk, and GUNSPACE and its affiliates, partners, suppliers, and licensors shall have no liability to Licensee arising our of or in connection with Licensee’s access to and use of 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 warrant or guaranty regarding the availability, quality reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content or Services.
5.3 Third Party Terms of Service. Licensee acknowledges and agrees that Licensee’s access to and use of the Third Party Content and Services and any correspondence or business dealing b between Licensee and any third party located using the Application are governed by and require Licensee’s acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, Licensee acknowledges and agrees that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. Licensee assumes all risks arising out of or resulting from your transaction of business over the Internet and with any third party, and Licensee agrees that GUNSPACE, its affiliates, partners, suppliers, and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Licensee acknowledges that Licensee is not being granted a license to (i) the Third Party Content and Services; (ii) any products, service, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyrights, trademark, patent, or other intellectual property right in the Third Party Content or Services described or offered therein.
5.1 Limited Warranty. THE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY STATE. THESE ARE THE ONLY WARRANTIES MADE BY GUNSPACE. NO DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO GUNSPACE’S WARRANTIES. SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO APPLICATION OF THE LIMITATIONS OR EXCLUSIONS HEREIN MAY BE LIMITED BY STATE LAW.
5.2 License Warranty. GUNSPACE warrants that GUNSPACE is the proper party to grant the Application license set forth herein, that GUNSPACE has not granted licenses in conflict herewith, and that GUNSPACE has no knowledge that the Application infringes any third party's rights. GUNSPACE otherwise expressly disclaims any promise, warranty or representation concerning the validity, scope, enforceability, usefulness, value of any right licensed hereunder; that anything made, used or sold hereunder will not infringe third parties' rights; or any obligation of GUNSPACE to bring suits against third parties for any matter whatsoever. Licensee is not promised and does not expect any specific or equal benefit from any of the grants, promises or licenses herein other than a license to access to the Application under the terms herein. Other Licensees may obtain different, better or worse terms, opportunities or results. Licensee will promptly notify GUNSPACE in writing of any Product defects or warranty claims.
5.3 Endorsements. Licensee acknowledges and agrees that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by GUNSPACE or its affiliates of such Third Party Content and Services. GUNSPACE reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Application, although GUNSPACE has no obligation to restrict or deny access even if requested by You.
5.4 Inappropriate Materials. Licensee understands that by accessing and using the Third Party Content and Services, Licensee may encounter information, material and subject matter (i) that Licensee or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicative language, and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, Licensee agrees to use the Third Party Content and Services and Licensee’s own risk and that GUNSPACE and its affiliates, partners, suppliers, and licensors shall have no liability to Licensee for information, material or subject matter that is found to be offensive.
5.5 Use of Third Party Content and Services. Licensee agrees that the Third Party Content and Services contain proprietary information and material that is owned by GUNSPACE and its affiliates, partners, suppliers, and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that Licensee will not use such proprietary information or other materials in any way whatsoever except for permitted use of the Third Party Content and Services. No potion of the Third Party Content and Services may be reproduced in any form or by any means. Licensee agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Content and Services, in any manner, and Licensee shall not exploit the Third Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. Licensee agrees that Licensee 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 GUNSPACE is not in any way responsible for such use by Licensee.
6. TERM AND TERMINATION.
6.1 Term. This License shall be effective until terminated.
6.2 Termination. Licensee may terminate Licensee’s use or participation of GunSpace’s Application or Services at anytime, for any reason upon receipt by GUNSPACE of Licensee’s written notice of termination. GUNSPACE may, in its sole discretion and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if Licensee fails to comply with any terms and conditions of this License, then this License and any rights afforded to Licensee hereunder shall terminate automatically, without any notice or other action by GUNSPACE. Upon the termination of this License, You shall cease all use of the Application and uninstall the Application. GUNSPACE maintains sole discretion to bar Licensee’s use of the Services in the future, for any or no reason.
7. Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, GUNSPACE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF ANY INFORMATIONAL CONTENT OR THOSE ARISING BY STATUTE, OF CONFORMITY TO ANY REPRESENTATIONS OR DESCRIPTIONS NOT CONTAINED HEREIN, OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, GUNSPACE DOES NOT WARRANT THAT ANYTHING WILL MEET LICENSEE'S REQUIREMENTS, WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SERCURE, OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS “ BASIS AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APPLCIATION AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOU SOLE RISK AND DISCRETION. GUNSPACE’S OBLIGATIONS, IF ANY, ARE CONDITIONAL ON PURCHASER PROMPTLY COMPLYING WITH ALL OF THIS EULA'S TERMS AND CONDITIONS. LICENSEE ACCEPTS THE APPLICATION "AS IS" AND WITH ALL FAULTS. THE LIMITED WARRANTIES AND REMEDIES IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES CONCERNING ANY GOODS, SERVICES, OR INTANGIBLES, NOW OR IN THE FUTURE. NO ADVICE OR INFROMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GUNSPACE OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATIO, WARRANTY OR GUARANTY, FURTHERMORE, YOU ACKNOWLEDGE THAT GUNSPACE HAS NO OBLIGATI ON TO CORRECT ANY ERRORS OR THERWISE SUPPORT OT MAINTAIN THE APPLICATION.
8. Limitation of Liability. IN NO EVENT SHALL GUNSPACE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR REMEDIES RELATING TO THIS EULA, THE APPLICATION OR ANY GUNSPACE PRODUCTS, GOODS, SERVICES OR INTANGIBLES (EXCLUDED DAMAGES INCLUDE, WITHOUT LIMITATION, FOR LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF DELAY, FAILURE OF DELIVERY, REVENUE, GOODWILL, LOST OR DAMAGED DATA, DOCUMENTATION OR EQUIPMENT, LOSS OF BUSINESS INFORMATION, COST OF REMOVAL OR INSTALLATION OF ANYTHING, INTERCEPTIONS, DEFECTS, VIRUSES, DELAYS, OR FAILURE OF PERFORMANCE, OTHER LOSS ARISING OUT OF USE, OR INABILITY TO USE THE PRODUCT, LIABILITIES TO THIRD PARTIES, INABILITY TO USE THE APPLICATION, ERRORS IN THE APPLICATION, MALFUNCTIONS OR ERRONEOUS DATA, PAYMENTS TO THIRD PARTIES WHICH ARE TOO SMALL, TOO LARGE, TOO LATE OR ARE OTHERWISE IMPROPER), EVEN IF GUNSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT, WARRANTY, ETC.), ANY ASSERTED GUNSPACE BREACH OF PROMISE OR WARRANTY; ANY ACT OR FAILURE TO ACT; NEGLIGENCE INCLUDING GROSS NEGLIGENCE; OR ANY CLAIM MADE AGAINST LICENSEE BY ANY OTHER PARTY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL GUNSPACE’S LIABILITY (FOR ALL CAUSES OF ACTION), EXCEED THE AMOUNT PAID BY LICENSEE TO GUNSPACE FOR THE SPECIFIC PRODUCT WHICH CAUSED THE PROBLEM. THESE LIMITATIONS ARE INDEPENDENT AND APPLY REGARDLESS OF THE BASIS OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, A FINDING THAT A WARRANTY, CONDITION, OR REMEDY HAS FAILED ITS ESSENTIAL PURPOSE, BREACH OF CONTRACT (INCLUDING, BUT NOT LIMITED TO, FUNDAMENTAL BREACH), TORT, (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR MISREPRESENTATION), BREACH OF STATUTORY DUTY, OR OTHER LEGAL OR EQUITABLE THEORY. ANY CAUSE OF ACTION LICENSEE MAY HAVE AGAINST GUNSPACE, ITS AFFILIATES, OFFICERS AND AGENTS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SHALL BE FOREVER BARRED. GUNSPACE’S MAXIMUM AGGREGATE LIABILITY SHALL NEVER EXCEED THE AMOUNT PAID BY LICENSEE FOR THE PRODUCTS. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE BASIS OF THE CLAIM.
9. Release and Indemnity. Without in any way expanding upon the warranty stated above: GUNSPACE is not responsible for problems caused by changes in the operating characteristics the Application; nor is GUNSPACE responsible for any problems that may arise as a result of anyone improperly downloading, installing or using the Application. Licensee shall indemnify, defend, and hold harmless GUNSPACE and its affiliates, partners, suppliers, and licensors, and each of their respective officers, directors, agents, and employees (the “indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Licensee’s access to or use of this Application or Third Party Content and Services; (ii) Licensee’s breach of this License; (ii) Licensee’s violation of law; (iv) Licensee’s negligence or willful misconduct; or (v) Licensee’s violation of the rights of a third party, including the infringement by Licensee and of any intellectual property or misappropriation of any proprietary rights or trade secrets of any person or entity. These obligations will survive any termination of the License. Any unauthorized changes made to the Application release GUNSPACE from GunSpace’s obligations and terminate the EULA. LICENSEE WILL INDEMNIFY, HOLD HARMLESS, AND DEFEND GUNSPACE AGAINST ANY CLAIM, DEMAND, LOSS, OR ACTION RESULTING FROM LICENSEE'S ACTS, FAILURES TO ACT, OR LICENSEE'S POSSESSION OR USE OF THE APPLICATION.
10. Compatibility. GUNSPACE does not warrant that the Application will be compatible or interoperable with your Mobile Device or any other piece of hardware, software, equipment, or device installed on or used in connection with you Mobile Device. Furthermore, Licensee acknowledges that the compatibility and interoperability problems can causes the performance of your Mobile Device to diminish or fail completely and may result in permanent damage to your Mobile Device, loss of date located on your Mobile Device, and corruption of the software and files located on Your Mobile Device. Licensee acknowledges and agrees that GUNSPACE and its affiliates, partners, suppliers, and Licensors shall have no liability to Licensee for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
11. Claims. Licensee acknowledges that Licensee is responsible for addressing any kind of third party claims relating to Licensee’s use or possession of the Application, and agrees to notify GUNSPACE of any third party claims relating to the Application of which Licensee becomes aware. Furthermore, Licensee hereby releases GUNSPACE from any liability resulting from Licensee’s use or possession of the Application, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; (iii) and, any claim arising under consumer protection or similar legislation.
12.1 Ownership of Application. The Application is licensed to Licensee, not sold. Licensee owns only the physical media on which the Application is recorded or fixed, not the Application. All right, title and interest in and to the Application, including any permitted copies and all copyrights, trade secrets, trademark, patent and other forms of proprietary and intellectual property rights, belong only to GUNSPACE. This EULA does not convey to Licensee any interest in or to the Application, but only a limited right of use, revocable in accordance with the terms of this EULA. All rights not expressly granted in this EULA are reserved by GUNSPACE. All title and copyrights in and to the Application, Product, related materials and copies thereof are always only owned by GUNSPACE. All rights not specifically granted to Licensee under this EULA are reserved by GUNSPACE.
12.2 Waivers. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not effect 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.
12.3 Severability. If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.
12.4 Export Control. Licensee may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction(s) in which the Application was obtained. Licensee represents and warrants that Licensee is no located in any country that is subject to a U.S. government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Licensee also agrees that Licensee will not use the Application for any purposes prohibited by United States law.
12.5 Modification or Amendment. GUNSPACE reserves the right, in its sole discretion, to amend this EULA from time to time. If there is a conflict between this EULA and the most current version of this EULA, the most current EULA which may be posted on the Company Application EULA website, will prevail. Licensee accepts this EULA in its electronic format each time Licensee opens or executes GunSpace’s Application. GUNSPACE may change the EULA from time to time, including, without limitation, material changes and changes to the parties' rights and obligations. Licensee will be deemed to have agreed to any such modification or amendment by Licensee’s decision to continue using the Application following the date in which the modified or amended License is posted on the Company Application EULA website.
12.6 Governing Law: NOTWITHSTANDING THE LOCATION OF USE OF THE APPLICATION, THIS AGREEMENT AND USE OF THE APPLICATION IS SOLELY GOVERNED BY THE LAWS OF THE STATE OF MICHIGAN EXCLUDING ITS CONFLICTS OF LAW PRINCIPLES. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO EXCLUSIVE JURISDICTION BY THE COURTS LOCATED IN DALLAS COUNTY, MICHIGAN. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
12.7 Survival. The following section of this License and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License and shall survive such termination: 1, 2.2, 3, 4, 5, 7, 8 , 9, 10, and 12.
12.8 Assignment. Except as permitted herein, Licensee shall not assign this License or any rights or obligations herein without the prior written consent of GUNSPACE and any attempted assignment in contravention of this provision shall be null and void and of no force and effect.
12.9 Entire Agreement. This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.