S2N Ventures, LLC d/b/a EMCE
Terms of Service
Last Updated: July 16, 2019
This Terms of Service (“Agreement”) is a legal agreement between you and S2N Ventures, LLC d/b/a EMCE (“S2N” or “S2N”) stating the terms and conditions that govern your use of the “EMCE” online and/or mobile services, web site, and software (“Licensed Application”) provided on or in connection with the service (collectively, the “Service”).
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICE, PURCHASING, DOWNLOADING, INSTALLING AND/OR USING THE LICENSED APPLICATION, YOU ARE INDICATING THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICE, OR PURCHASE, DOWNLOAD, INSTALL AND/OR USE THE LICENSED APPLICATION.
- License Grant. Subject to the terms and conditions of this Agreement, S2N hereby grants to you a limited, non-transferable, non-sublicensable, non-assignable and revocable license to install and use the Licensed Application solely for your own personal, non-commercial use on a phone or tablet device that you own or control. For the avoidance of doubt, the Licensed Application is licensed, not sold, to you by S2N pursuant to and subject to the terms and conditions of this Agreement and any other applicable terms and conditions promulgated by any third party (e.g., storefront, network, and other operators, etc.). S2N reserves all rights not expressly granted to you herein. You acknowledge and agree that this Agreement is between you and S2n.
- Restrictions. This Agreement does not allow you to use the Licensed Application on any device that you do not own or control, and you may not distribute or make the Licensed 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 Licensed Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates or upgrades, or any part thereof. Any attempt to do so is a violation of the rights of S2N, its affiliates and licensors, as applicable. If you breach this restriction, you may be subject to prosecution and damages. The terms and conditions of the Agreement shall govern any upgrades or updates provided by S2N that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by or references a separate license agreement in which case the terms of that license agreement shall govern.
- Proprietary Rights. S2N, its affiliates and/or their respective licensors own all right, title and interest in and to the Licensed Application, including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect S2N’s, its affiliates and/or their respective licensors’ ownership or proprietary rights therein or any other of S2N’s, its affiliates’ and/or their licensors’ information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium.
- NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT OF THE LICENSED APPLICATION IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY OR IN CONNECTION WITH THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND S2N, ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER S2N, NOR ANY OF ITS AFFILIATES OR LICENSORS WARRANT THAT THE FUNCTIONS OR SERVICES CONTAINED IN, ACCESSED FROM, PERFORMED BY, DISPLAYED ON, LINKED TO/FROM, OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY S2N, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL S2N OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF S2N OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification. You agree to indemnify, defend, and hold S2N, its affiliates and their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, service providers, and suppliers harmless against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or relating to your (a) breach or violation of this Agreement, (b) infringement, misappropriation or any violation of the rights of any other party, © violation or non-compliance with any applicable law, rule or regulation, and (d) use, alteration or export of the Licensed Application (or any component thereof) in violation of this Agreement. S2N reserves the right to assume the exclusive defense and control of any claims or actions subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
- Export Restrictions. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products 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.
- Commercial Items. The Licensed Application and related
documentation are “Commercial Items”, as that term is defined at 48
C.F.R. §2.101, consisting of “Commercial Computer Software” and
“Commercial Computer Software Documentation”, as such terms are used
in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.
Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through
227.7202-4, as applicable, the Commercial Computer Software and
Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only
those rights as are granted to all other end users pursuant to the
terms and conditions herein. Unpublished-rights reserved under the
copyright laws of the United States.
- Mobile Software provided from App Store by Apple. The following applies to any Mobile Software you acquire from the App Store (“App Store-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and S2N, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to S2N as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to S2N as provider of the software. You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s intellectual property rights, S2N, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and S2N acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.
- Mobile Software provided from Google Play Store. The following applies to any Mobile Software you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and S2N only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) S2N, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to S2N’s Google-Sourced Software.
- Wireless Access Charges. Certain Licensed Application functions and Services require data access, and the provider of data access for your device may charge you data access fees in connection with your use of the Licensed Application. You are solely responsible for any data access or other charges you incur.
- No Guarantee of Continued Use or Availability. S2N and its affiliates reserve the right to modify, update, supplement, limit, discontinue, remove or disable access to the Licensed Application and/or any Services without notice to you and neither S2N, its affiliates nor any of their respective licensors shall be liable to you or any third party should it exercise such rights. From time to time, S2N may make available updates or upgrades to the Licensed Application via software download or other means. Such download may occur automatically without the need for any act on your part, or it may require you to manually download an update or upgrade through the same source from which the Licensed Application was originally downloaded. Certain functions of the Licensed Application may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by S2N or otherwise.
- Changes to the Agreement. S2N may make changes to this Agreement, at any time and from time to time, by notifying you of the change, including, without limitation, by including notice on the Services or by other electronic means, and a new copy of this Agreement shall be made available on the Services. By using the Licensed Application and/or any Services after such changes are made to the Agreement, you signify that you agree to be bound by and comply with such changes and S2N shall treat your use as acceptance of the changed provisions.
- Termination. This Agreement is effective until terminated by you or S2N. Your rights under the license granted herein shall terminate automatically without notice from S2N if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, thereof.
- Governing Law; Interpretation. To the extent not prohibited by law, you agree (a) that this Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of Minnesota applicable to contracts wholly made and to be performed within the State of Minnesota, (b) to irrevocably submit to the sole and exclusive jurisdiction of the Federal and District Courts sitting in the State of Minnesota and the State Courts located in Hennepin County, and © to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that Minnesota is an inconvenient forum. No failure or delay by S2N, its affiliates or licensors to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any or other right or power. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect. You may not assign your rights under this Agreement without S2N’s prior written permission and any attempt by you to do so shall be void. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.
Contact Information. You may contact S2N directly with any questions or comments via the Contact Us section of this site or by writing to:
S2N Ventures, LLC
PO Box 270697
Saint Paul, MN 55127