END USER LICENSE AGREEMENT
Last updated July 20, 2020
CoBabble is licensed to You (End-User) by CoBabble Limited, located at 2nd Floor, 5 Cloughmore Terrace, Newry, Down BT34 3HP, United Kingdom (hereinafter: Licensor), for use only under the terms of this License Agreement.
By downloading the Application from the Apple AppStore or Google Playstore, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.
The parties of this License Agreement acknowledge that Apple is not a Party to this License Agreement and is not bound by any provisions or obligations with regard to the Application, such as warranty, liability, maintenance and support thereof. CoBabble Limited, not Apple, is solely responsible for the licensed Application and the content thereof.
This License Agreement may not provide for usage rules for the Application that are in conflict with the latest App Store Terms of Service. CoBabble Limited acknowledges that it had the opportunity to review said terms and this License Agreement is not conflicting with them.
All rights not expressly granted to You are reserved.
1. THE APPLICATION
CoBabble (hereinafter: Application) is a piece of software created to allow Businesses the ability to deliver learning and development content to users via the CoBabble App – and customized for Apple mobile devices. It is used to deliver Learning and Development Content.
Furthermore, it is used to allow users to complete checklists and Multiple Choice Quizzes/Assessments/Inductions/Tests.
The Application is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Application. You may not use the Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
As part of the Services we provide, you may (if enabled) receive push notifications, text messages, alerts, emails, or other types of messages directly sent to you outside or inside the App (“Notifications”). You have control over the Notification settings, and can opt in or out of these Notifications through the Services (with the possible exception of infrequent, important service announcements and administrative messages).
2. SCOPE OF LICENSE
2.1 You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the Licensed Application on any Apple-branded Products that You (End-User) own or control and as permitted by the Usage Rules set forth in this section and the App Store Terms of Service, with the exception that such licensed Application may be accessed and used by other accounts associated with You (End-User, The Purchaser) via Family Sharing or volume purchasing.
2.2 This license will also govern any updates of the Application provided by Licensor that replace, repair, and/or supplement the first Application, unless a separate license is provided for such update in which case the terms of that new license will govern.
2.3 You may not share or make the Application available to third parties (unless to the degree allowed by the Apple Terms and Conditions, and with CoBabble Limited’s prior written consent), sell, rent, lend, lease or otherwise redistribute the Application.
2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with CoBabble Limited’s prior written consent).
2.5 You may not copy (excluding when expressly authorised by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the App Store Terms of Service, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorised third parties may gain access to these copies at any time.
2.6 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.7 Licensor reserves the right to modify the terms and conditions of licensing.
2.8 Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions.
3. TECHNICAL REQUIREMENTS
3.1 The Application requires a firmware version 1.0.0 or higher. Licensor recommends using the latest version of the firmware.
3.2 Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
3.3 You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Application satisfies the technical specifications mentioned above.
3.4 Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
4. MAINTENANCE AND SUPPORT
4.1 The Licensor is solely responsible for providing any maintenance and support services for this licensed Application. You can reach the Licensor at the email address listed in the App Store Overview for this licensed Application.
4.2 CoBabble Limited and the End-User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the licensed Application.
5. USE OF DATA
6.1 Licensor’s responsibility in the case of violation of obligations and tort shall be limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor shall also be liable in case of slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.
6.2 Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Application, You will not have access to licensed Application.
7.1 Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Application works as described in the user documentation.
7.2 No warranty is provided for the Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of CoBabble Limited’s sphere of influence that affect the executability of the Application.
7.3 You are required to inspect the Application immediately after installing it and notify CoBabble Limited about issues discovered without delay by e-mail provided in Product Claims. The defect report will be taken into consideration and further investigated if it has been mailed within a period of 30 days after discovery.
7.4 If we confirm that the Application is defective, CoBabble Limited reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
7.5 In the event of any failure of the Application to conform to any applicable warranty, You may notify the App-Store-Operator, and Your Application purchase price will be refunded to You. To the maximum extent permitted by applicable law, the App-Store-Operator will have no other warranty obligation whatsoever with respect to the App, and any other losses, claims, damages, liabilities, expenses and costs attributable to any negligence to adhere to any warranty.
7.6 If the user is an entrepreneur, any claim based on faults expires after a statutory period of limitation amounting to twelve (12) months after the Application was made available to the user. The statutory periods of limitation given by law apply for users who are consumers.
8. PRODUCT CLAIMS
CoBabble Limited and the End-User acknowledge that CoBabble Limited, and not Apple/Google, is responsible for addressing any claims of the End-User or any third party relating to the licensed Application or the End-User’s possession and/or use of that licensed Application, including, but not limited to:
(i) product liability claims;
(ii) any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Your Licensed Application’s use of the HealthKit and HomeKit.
9. LEGAL COMPLIANCE
You represent and warrant that 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 that You are not listed on any U.S. Government list of prohibited or restricted parties.
10. CONTACT INFORMATION
For general inquiries, complaints, questions or claims concerning the licensed Application, please contact:
5 Cloughmore Terrace
Newry, Down BT34 3HP
The license is valid until terminated by CoBabble Limited or by You. Your rights under this license will terminate automatically and without notice from CoBabble Limited if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.
12. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY
CoBabble Limited represents and warrants that CoBabble Limited will comply with applicable third-party terms of agreement when using licensed Application.
In Accordance with Section 9 of the “Instructions for Minimum Terms of Developer’s End-User License Agreement,” Apple and Apple’s subsidiaries shall be third-party beneficiaries of this End User License Agreement and – upon Your acceptance of the terms and conditions of this license agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this End User License Agreement against You as a third-party beneficiary thereof.
13. INTELLECTUAL PROPERTY RIGHTS
CoBabble Limited and the End-User acknowledge that, in the event of any third-party claim that the licensed Application or the End-User’s possession and use of that licensed Application infringes on the third party’s intellectual property rights, CoBabble Limited, and not Apple/Google, will be solely responsible for the investigation, defense, settlement and discharge or any such intellectual property infringement claims.
14. APPLICABLE LAW
This license agreement is governed by the laws of the United Kingdom excluding its conflicts of law rules.
Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your subscription will automatically renew at the end of each billing cycle unless you cancel by contacting our customer supportteam.
16. USER CONTENT
The Services display content provided by others that is not owned by CoBabble Limited. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.
CoBabble Limited is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
In simple, this means that if you’re using someone else’s work (including videos, podcasts, PowerPoints, PDFs, Quiz or Checklists.) in your Content, you’ve gotten the content owner’s permission to use it. If You are going to use content that You didn’t create, make sure You can demonstrate that You have the right to use it.
You acknowledge that, in order to ensure compliance with legal obligations, Cobabble Limited may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us).
You agree that by uploading Your content to Our Platform, You are allowing Us to store Your Content
You indemnify CoBabble Limited and/or other users against any and all legal fees, damages and other expenses that may be incurred by us and/or other users as a result of a breach by you of the above Terms.
We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, CoBabble Limited otherwise has no obligation to monitor or review any content submitted to the Services.
17 . NO CHARGE SERVICES
We may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period designated by us.
We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support and maintenance, warranty, and indemnity obligations.
By using the Service, you acknowledge that it is your sole responsibility to ensure the confidentiality and security of any information transmitted from or stored on a device for the purposes of the Service, for all transactions and other activities in the End User’s name, whether authorised or unauthorised.
You understand that use of the Service involves transmission of your data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks.
While we take all reasonable steps to secure your data we cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third party service providers.
CoBabble Limited is not liable for any losses or damage caused by any viruses, distributed denial of service attacks, and any and all other malicious computer code.
Malicious computer code means computer code or other mechanisms of any kind designed to disrupt, disable or harm in any manner the operation of any software or hardware or other business processes or to misuse, gain unauthorised access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.
CoBabble Limited does not guarantee that any files available for downloading from the Platform will be completely free from viruses or other harmful computer code.
19.1 If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
19.2 Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.
19.3 You are responsible for maintaining, protecting, and making backups of your content. To the extent permitted by applicable law, CoBabble Limited will not be liable for any failure to store, or for loss or corruption of, your Content
19.3 The CoBabble platform is provided to You on an “As Is, As Available” basis. As such, You agree to have an external method of recovering any lost data that may be uploaded to the CoBabble platform.
19.4 Cobabble Limited shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages, resulting from the use of or inability to use the Platform
19.5 We reserve the right, at our sole discretion, to modify or replace these Terms at any time.
19.6 By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorised to use the Service.