END-USER LICENSE AGREEMENT

 

BY USING THE COPENHAGEN WHEEL AND/OR RELATED APP(S), YOU ARE AGREEING TO THE TERMS OF THIS END-USE LICENSE AGREEMENT (EULA).

 

Superpedestrian, Inc.
Last updated July 29, 2015

 

This End User License Agreement, together with our privacy policy (“Privacy Policy”), the most current versions of which are located at www.superpedestrian.com/legal constitute the entire agreement (this “Agreement”) by and between Superpedestrian, Inc. (“Superpedestrian”, “we”, “us” or “our”) and any person (“you” or “your”) accessing or using the Software. In this Agreement, “Software” means and includes any and all software, including, without limitation, web and mobile applications that are made available by us for use with the Copenhagen Wheel product (the “Wheel”), software (including, without limitation, firmware, microcode, libraries, routines, subroutines or other code) included on the Wheel itself, server-side software used by the foregoing and any software used by us to provide you with access to any of the foregoing.

 

YOUR OBLIGATIONS

 

By downloading, installing, accessing and/or using the Software, whether or not you have clicked on an “Accept” or similar button affirming your acceptance of the terms and conditions of this Agreement, or by registering for an account with us, you agree as follows:

You have read and understand this Agreement (including the Privacy Policy) and agree to be bound by all terms and conditions of this Agreement. You will not access or use the Software other than in accordance with the terms of this Agreement.

This Agreement constitutes a legally binding agreement between you and us and shall constitute the equivalent of a signed, written contract.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS OR USE ANY OF THE SOFTWARE.

You are not located in a 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 and you are not listed on any U.S. Government list of prohibited or restricted parties.

You will not use the Software in a manner that is inconsistent with or violates any applicable law or regulation. Without limiting the foregoing, you shall not (directly or indirectly) export or import the Software in whole or in part to any country in violation of any law or regulation, including to any prohibited destination or to any prohibited person, entity or end user as specified by U.S. export control laws.

You will use the Software only in conjunction with your Wheel, and only in accordance with the applicable documentation accompanying the Software or otherwise made available to you by us.

You will not use any electronic communication feature of the Software for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.

You will not use the Software to upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) in violation of any rights of any third party.

You will not collect, store or access personal data about other users of the Software.

You will not use the Software for any commercial purpose not expressly approved by us in writing. Without limiting the foregoing, you will not use the Software to upload, post, email, or otherwise transmit any advertising or promotional materials, including, without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.

You will not use the Software to upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any software, product, system, hardware or telecommunications equipment.

You will use the Software responsibly. You are solely responsible for, and expressly assume all risk associated with, your use of the Software and for any consequences thereof. Without limiting the foregoing, while the Software is intended for use with the Wheel, you will not use any of the interactive features of the Software when you are riding a bicycle equipped with the Wheel, even if doing so is legally permitted in your location.

You will not tamper with or attempt to disable any security features of the Software.

You will not use the Software for high-risk activities which could lead to death, personal injury, or physical or property damage.

You will not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any Third Party Components included with the Software).

You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Software, except that you may permanently transfer Software that is provided in the Wheel itself in connection with the sale or other transfer of the Wheel to another individual, provided that such other individual agrees to be bound by all the terms and conditions of this Agreement.

 

OUR LICENSE TO YOU

 

Subject to the terms and conditions of this Agreement and conditioned upon your full and faithful compliance therewith, we grant you a single, non-exclusive, personal, non-transferable (except as expressly set forth herein) and limited license to access and use the Software (and, solely with respect to any Software that we make available for you to download, to install such Software on devices owned and controlled by you) in conjunction with your Wheel.

 

YOUR LICENSE TO US

 

The Software may allow you to email, post or otherwise transmit content, including but not limited to data, questions, comments, suggestions or other materials (“Communications”). While any Communications provided by you remain your property, by providing or otherwise transmitting any Communications, you hereby grant us a non-exclusive, irrevocable, transferable, perpetual, worldwide, fully paid and royalty-free right and license, with right to sublicense through multiple tiers, to reproduce, use, distribute, create derivative works of, display and publicly perform such Communications for any purpose, including by using any ideas, concepts, know-how, or techniques contained in such Communications for developing, improving and marketing our products, subject to the Privacy Policy. Such Communications are not confidential and other users may interact with such Communications, so you should avoid transmitting any personal or sensitive information you do not wish to share with others. We are not obligated to monitor your Communications, but we retain the right, in our sole discretion to monitor, edit, prohibit, or remove Communications at any time and without advance notice. We may consult with, and disclose unlawful conduct or any Communication to, law enforcement agencies.

 

ELECTRONIC SIGNATURES WITHIN THE SOFTWARE

 

You agree to be bound by any affirmance, assent, or agreement you transmit to us using the Software, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when you at any time click on an “I agree,” “I consent” or other similarly worded “button” or entry field within the Software, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

 

CARRIER CHARGES

 

We do not charge a separate fee for the Software, but your carrier's data and other rates may apply to your use of the Software.

 

DATA COLLECTION AND PROCESSING

 

We may collect data from you, the device from which you access or use the Software and the Wheel. The Privacy Policy explains how we treat your personal data and protect your privacy.

 

HYPERLINKS

 

The Software may contain links to other sites. We do not control such other sites, and we, our affiliates and licensors make no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that we may have provided a link to a site is not an endorsement, authorization, sponsorship, or indication of any affiliation with respect to such site, its owners or its providers. You acknowledge that there are risks in using any information, software, or products found on the Internet, and we caution you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold us, our affiliates or licensors liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.

 

THIRD PARTY COMPONENTS

 

The Software may contain or otherwise make use of software, code or related materials from third parties, including, without limitation, “open source” or “freeware” software (“Third Party Components”). Third Party Components may be licensed under additional or other license terms that accompany such Third Party Components. For a list of Third Party Components contained in the Software, please see www.superpedestrian.com/legal.

 

TRADEMARKS AND COPYRIGHTS

 

The Software is licensed to you, not sold, and is protected by United States and international copyright, trade secret and other intellectual property laws and treaties. All right, title and interest in and to the Software, including any permitted copies thereof and all intellectual property rights related thereto are the property of Superpedestrian or its affiliates or licensors. Without limiting the foregoing, all content, trademarks, services marks, trade names, logos, and icons included in or otherwise related to the Software are proprietary to us or our affiliates or licensors. Nothing contained in the Software should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Software without the written permission of Superpedestrian. Your use of any trademarks displayed in the Software, or any other content in the Software, except as provided herein, is strictly prohibited.

Images displayed through the Software are either the property of, or used with permission by, us, our affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under this Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.

 

DISCLAIMER OF WARRANTIES

 

THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND PERTAINING TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY (i) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THAT ANY OUTPUT OR OTHER RESULTS THAT MAY BE OBTAINED FROM THE SOFTWARE OR ITS USE WILL BE ACCURATE OR RELIABLE. CERTAIN JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF CERTAIN WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO ONE OR ALL OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER WE NOR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) NOR FROM ANY DAMAGE TO PROPERTY OR INJURY TO ANY PERSON, RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE OR ANY OTHER MATTER RELATING THERETO. IN NO EVENT SHALL OUR AND OUR AFFILIATES’, AGENTS’, SUPPLIERS’ OR LICENSORS’ MAXIMUM AGGREGATE LIABILITY EXCEED TEN DOLLARS ($10.00). CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

INDEMNIFICATION

 

You agree to indemnify and hold us and our affiliates, agents, employees, suppliers and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys' fees, made by any person arising out of your violation of this Agreement, any applicable laws or regulations, or any other person's rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right.

 

TERM AND TERMINATION

 

You may access and use the Software until this Agreement is terminated by you or by us, as provided herein. You may terminate this Agreement at any time, without any notice to us, by permanently ceasing to access and use the Software and uninstalling all copies of the Software which you may have downloaded and/or installed on any device. We may terminate, in whole or in part, this Agreement and/or your access to the Software or its supported features, or disable or suspend your account with us, in our sole discretion and without notice, including, without limitation if you fail to comply with any of the terms and conditions of this Agreement. If this Agreement is terminated for any reason, you must uninstall all copies of the Software which you downloaded and/or installed on any device, and immediately discontinue any further access to or use of the Software. Any provisions of this Agreement which by their express or implied terms extend beyond the termination of this Agreement, including but not limited to those set forth under the headings “Your License to Us,” “Trademarks and Copyrights,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” “Governing Law” and “Injunctive Relief” shall continue in full force and effect notwithstanding any termination of this Agreement.

 

CHANGES AND UPDATES

 

We reserve the right to change or discontinue, temporarily or permanently, any and all aspects of the Software at any time without notice. We are not liable to you or to any third party for any change, suspension or discontinuance of any feature or aspect of the Software. We are not obligated to provide any updates to the Software (“Software Update”) or any support, maintenance or any other service in connection with the Software, but we reserve the right to determine the timing and content of any Software Updates we choose to provide, which may be automatically downloaded and installed without prior notice to you. We will notify you either through the Software or via the email address you provided us when creating your account if we make a Software Update that we consider essential and you will upgrade your version of the Software to the updated version as soon as practicably possible, but no later than ten (10) days after such a Software Update is made available. Failure to perform such upgrade will constitute a material breach of this Agreement and we shall have the right to terminate this Agreement immediately and without notice.

 

GOVERNING LAW

 

This Agreement shall be governed by the laws of The Commonwealth of Massachusetts, U.S.A. without regard to conflicts of law principles thereof. This shall apply regardless of whether you reside or transact business with us or any of our affiliates or agents in The Commonwealth of Massachusetts, U.S.A. or elsewhere. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Suffolk County in The Commonwealth of Massachusetts, U.S.A. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. The foregoing shall not prevent us from seeking injunctive relief from any court of competent jurisdiction.

 

INJUNCTIVE RELIEF

 

You acknowledge that the use, copying, disclosure or dissemination of the Software, or any proprietary information embodied therein, in a manner not authorized by this Agreement would cause irreparable harm to us that could not be fully remedied by monetary damages. You therefore agree that we shall be entitled, in addition to any other remedies available to us at law or in equity, to such injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized use, copying, disclosure or dissemination without the necessity of proving actual or irreparable damage.

 

MISCELLANEOUS

 

This Agreement constitutes the entire agreement between you and Superpedestrian regarding the Software, and governs your access to and use of the Software, superseding any prior agreements between you and us regarding the Software. We may update or amend this Agreement from time to time. The most current version of this Agreement can always be found at www.superpedestrian.com/legal and it is your responsibility to check for updates to this Agreement from time to time. We will, however, endeavor to notify you when an updated or amended version of this Agreement has been posted, either through the Software or via the email address you provided to us when creating your account. By continuing to access or use the Software seven (7) days after any updated or amended version of this Agreement has been posted to the site referenced above, you agree to be bound by the latest version of this Agreement. If you do not agree to the updated terms of this Agreement, your sole remedy will be to terminate this Agreement and discontinue any further use of the Software, as provided in the section labeled “Term and Termination” above. Except as set forth above in this paragraph, no modification of any provision of this Agreement shall be valid or binding unless made in writing and signed by an authorized officer of Superpedestrian. WITHOUT LIMITING THE FOREGOING, NO VENDOR, DISTRIBUTOR, RESELLER, DEALER, RETAILER, SALES PERSON OR OTHER PERSON OR ENTITY IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN OR INCONSISTENT WITH ANY OF THE TERMS OF THIS AGREEMENT. If you use any Software on an Apple-branded device running the iOS operating system software, Apple Inc. and its subsidiaries are third party beneficiaries of this Agreement, and Apple Inc. shall have the right (and is deemed to have accepted the right) to enforce this Agreement as a third party beneficiary. Our failure to enforce any provision in this Agreement shall not constitute a waiver of such provision or any other provision. This Agreement and the rights and obligations herein are personal to you, and you may not transfer or assign, except as stated herein, this Agreement or your rights or obligations hereunder without our prior written consent, which may be withheld in our sole discretion.

Superpedestrian, Inc.

84 Hamilton St. Cambridge, MA 02139

info@superpedestrian.com