This is a legal agreement between you and BabbleSphere stating the terms that govern your use of applications and services provided by BabbleSphere including, but not limited to the BabbleSphere Voice Messaging/Multicasting application, Comments API, Mobile applications and the BabbleSphere Web site. This agreement, together with all updates, additional terms, software licenses, and other rules and policies instituted by BabbleSphere collectively constitute the "Agreement" between you and BabbleSphere.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREEWITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
By accessing or allowing a third party to access or use BabbleSphere Services, you indicate that you agree to become bound by all of the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not use BabbleSphere Services. BabbleSphere reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://BabbleSphere.com/TermsOfUse
SCOPE OF LICENSE:
Subject to the terms of this agreement, when you download BabbleSphere application from the Apple App Store ("App Store"), Android Market, or from any other authorized partner or from BabbleSphere directly, BabbleSphere grants you a limited, non-transferable, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable license to download and install the BabbleSphere Application on any iPhone, iPod touch, iPad, or other device as authorized by Apple, Inc. ("Apple") or Android device that you own or control and as permitted in the usage Rules set forth in the App Store Terms of Service and/or Android Market Terms of Service and/or carrier terms of service and/or other applicable terms of service.
This license does not allow you to use the BabbleSphere Application on any device authorized for use by Apple or by your carrier or device manufacturer, that you do not own or control. In cases where usage rules described herein are less restrictive than the contract you executed with your device manufacturer or carrier, the usage restrictions of the device manufacturer and/or carrier apply. You may not distribute or make the BabbleSphere Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the BabbleSphere Application. You may not modify, decompile, reverse engineer, disassemble, create derivative works of, or attempt to derive the source code of the BabbleSphere Application, any updates, or any part thereof except to the extent permitted by law. Any attempt to do any of the aforementioned acts is a violation of the rights of BabbleSphere and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by BabbleSphere that replace and/or supplement the original BabbleSphere Applications.
BABBLESPHERE USER ACCOUNTS:
Use of BabbleSphere Services requires a user account which is automatically created upon installation and first use of BabbleSphere Applications. BabbleSphere retains the right to remove the account or data stored within the account at any time and for any reason. BabbleSphere retains the right to access your account for support and maintenance purposes, and as instructed by you for account service inquiries. BabbleSphere Applications may store account data on the device upon which they are installed. You are responsible for backing up and securing data on your device; BabbleSphere is not responsible for loss of account information due to device loss, data loss, system malfunction, or application malfunction.
PRIVACY OF USER INFORMATION:
Notwithstanding the sharing of data as required to operate the Service, BabbleSphere will not share data that personally identifies you with any third parties without your express approval, except as provided in the Privacy Policy available at http://BabbleSphere.com/privacy. By using the BabbleSphere Services, you consent to the sharing of data required to operate the services, including but not limited to data as described in the Privacy Policy and as required to operate the Applications and Services, including but not limited to data required to facilitate voluntary communication with other users of BabbleSphere Services and data required to provide third party services made that are provided by Apple, Inc. (device manufacturer), Facebook (for Facebook account integration), Twitter (for Twitter account integration), advertising services (where embedded in the application), and other services such as voice transcription services. BabbleSphere may retain and use, for statistical purposes, data that does not personally identify you, including IP addresses and application analytics for use in troubleshooting the application. For more detailed information about personally identifying information BabbleSphere collects and how it is used, refer to BabbleSphere's Privacy Policy.
ACCOUNT TERMS:
By using the BabbleSphere Application and thereby consenting to this Agreement and the terms herein, you agree that at no time will you partake in, facilitate, or otherwise encourage any of the following actions:
Undertaking any of the aforementioned actions may result in termination of your account. BabbleSphere reserves the right to remove any account for any reason at any time, with or without notification.
You agree that you will use BabbleSphere Services in strict accordance with the BabbleSphere Privacy Policy, and with this Agreement you represent and warrant that you will use the Services for lawful purposes only, and that your use of such Services will be in compliance with all federal, state and local laws and regulations applicable thereto, including without limitation all provisions relating to intellectual property, defamation, privacy, international communications, exportation of data, business regulation and consumer protection. You further represent and warrant that you will not use the Services to transmit any threatening, abusive, defamatory, obscene, indecent, profane, hateful, or otherwise unlawful, harmful, or objectionable information of any kind, including without limitation the sending of certain unsolicited advertisements in violation of the federal Telephone Consumer Protection Act, 47 U.S.C. § 227, and the sending of any information that encourages conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability, or violate any federal, state, local, or other law. You further represent and warrant that you will not use the Services to distribute any documents, information, property, or other material that is protected by copyright or other intellectual property right without first obtaining any and all authorizations lawfully required to do so.
USE OF THE BABBLESPHERE APPLICATIONS AND SERVICES:
You also agree that you will not use BabbleSphere Applications or Services for any purposes prohibited by United States law or the laws of the State in which you reside. You understand and agree that YOU are solely responsible for being aware of and abiding by the laws of your jurisdiction and following them accordingly. You also agree that you will not use these Applications or Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons. If you are a resident of a country other than the United States, you expressly agree with the foregoing and also agree that you will not use BabbleSphere Applications or Services for any purposes prohibited by any of the following: United States law; the country in which you are a resident; the country in which you are domiciled; or any applicable local jurisdictional laws.
DISCLAIMER:
You expressly acknowledge and agree that the use of babblesphere services is at your own risk. The materials on BabbleSphere's web site are provided "as is". BabbleSphere makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, BabbleSphere does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site. You understand that when you download from, or otherwise obtain content or services through the sites, babblesphere applications and services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system. BabbleSphere shall have no liability for:
YOU UNDERSTAND THAT BABBLESPHERE APPLICATION MAY NOT DELIVER ALL MESSAGES IN A TIMELY MANNER OR MESSAGES MAY BE LOST.
LIMITATION OF LIABILITY:
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL BABBLESPHERE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR VIA BABBLESPHERE APPLICATIONS OR BABBLESPHERE SERVICES, INCLUDING BUT NOT LIMITED TO PHONE AND EMAIL, BE LIABLE TO ANY USER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITES, APPLICATIONS OR SERVICES, OR ANY INFORMATION CONTAINED THEREIN, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF BABBLESPHERE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
You hereby acknowledge that the preceding paragraph shall apply to all content, products and services available through the Sites, Applications or Services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.
INTELLECTUAL PROPERTY:
This Agreement does not transfer from BabbleSphere to you any BabbleSphere or third-party intellectual property. BabbleSphere, the BabbleSphere logo(s), BabbleSphere application designs, and all other trademarks, service marks, graphics and logos used in connection with BabbleSphere Applications, BabbleSphere Services or the Sites are trademarks of BabbleSphere or BabbleSphere's licensors. Your use of the Applications or Services grants you no right or license to reproduce or otherwise use any BabbleSphere or third-party trademarks. Any and all Intellectual Property Rights (IP Rights) in BabbleSphere Applications, the Site, BabbleSphere Promotional Materials and other BabbleSphere Services are and shall remain the exclusive property of BabbleSphere and/or licensed owners of the marks. Nothing in this Agreement is intended to transfer or vest any such IP Rights to you. You are only entitled to the limited use of the IP Rights granted to you in this Agreement.
You agree that you will not take any action to jeopardize, limit, or interfere with BabbleSphere's IP Rights in any way. Any unauthorized use of BabbleSphere's IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including but not limited to copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the BabbleSphere Application, but may be integrated with or accessed through the BabbleSphere Application, is the property of its respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
However we claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. BabbleSphere does not pre-screen Content, but BabbleSphere and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
You shall defend BabbleSphere against any claim, demand, suit or proceeding made or brought against BabbleSphere by a third party alleging that Your Content, or Your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify BabbleSphere for any damages finally awarded against, and for reasonable attorney 's fees incurred by, BabbleSphere in connection with any such claim, demand, suit or proceeding; provided, that BabbleSphere (a) promptly gives You written notice of the claim, demand, suit or proceeding; (b) gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases BabbleSphere of all liability); and (c) provides to You all reasonable assistance, at Your expense.
APPLICABLE LAW AND VENUE:
Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the BabbleSphere Sites, Applications or Services will be governed by the laws of the state of California, U.S.A., without reference to its choice of law rules.