These Cartzie Application Terms and Conditions (these “Terms”), which include the Cartzie Application Privacy Policy, govern the downloading, installing, access, and use of the Cartzie software application (the “App”) for which these Terms are provided for acceptance. These Terms, and any fee or other terms that are accepted simultaneously and together with, and at the same time as, these Terms constitute the full and complete agreement of your downloading, installing, access, and use of the App (this “Agreement”).

The App is made available for downloading, installing, access, and use by Modisoft Inc., a Texas corporation (“Modisoft”) or an affiliate of Modisoft (“Affiliate”), as applicable (“we“, “our“, or “us“). These Terms constitute a legally binding contract between us and the person accepting or on whose behalf are accepted these Terms, whether directly (for example, by clicking an “accept”, “agree”, or other button on this website or in an communication from us to you), by reference or otherwise (“you” or “your“). These Terms governs, and includes all terms related to any right to, download, install, access, and use the App.

1. Legal Agreement

1. By accepting these Terms and also by downloading, installing, accessing, or using the App, you represent that you have read, understand, and agree to be bound by these Terms.
2. If you do not agree to anything in these Terms or this Agreement, you shall not access or use, and will not be granted any right to access or use, the App.

2. Installing and Use of the App

1. Upon acceptance of these Terms, you may download and install the App only on one specific mobile device (“Your Mobile Device”), provided that your possession and use of Your Mobile Device is lawful, Your Mobile Device meets, and continues to meet, all technical and other requirements posted by us on our website or otherwise, including any additional or different requirements that we may post on our website or otherwise, from time to time, and you procure and maintain active mobile data services at your own cost and risk. You are solely responsible for ensuring, at your cost, that Your Mobile Device meets all such requirements in effect at any given time. We have no obligation, responsibility, or liability if the App is or becomes unusable on Your Mobile Device, or you lose or otherwise have no access to or use of Your Mobile Device, or Your Mobile Device is not fully operational, for any reason. We are not, and will not be, obligated to provide a compatible version of the App for all mobile devices or all mobile services or standards. You may not transfer or move the App from Your Mobile Device to another mobile device. If the App is uninstalled, deleted, or not usable on Your Mobile Device for any reason or if Your Mobile Device is not operational for any reason, you must download and install the App again on a different mobile device, as necessary, and at that time accept these Terms as in effect at that time, which will be a new agreement between you and us.
2. The App provides a marketplace to allow you to connect with stores and other retail locations that participate in our service network (“Participating Stores”) to benefit from services and features offered or provided by Participating Stores, including remote order and pick-up of products, rewards or loyalty programs, and special offers, as applicable. The specific features and services with whom you may use the App with a Participating Store, such as rewards or loyalty programs, discounts, special offers, etc., depend on the specific Participating Store. Only the Participating Store, and neither we nor an Affiliate, has any responsibility, obligation, or liability with regard to such features and services. We may enable you to access information related to such specific features and services (e.g., balance of rewards or loyalty points) by logging in with your Access Information (as defined below), or obtain other benefits, to the extent expressly made available to you in connection with the App at the website cartzie.com (the “Cartzie Website”), in which case you have the right to access and use the Cartzie Website solely for the purpose of accessing such information or other benefits. The terms, conditions, and provisions in these Terms related to your access to and use of the App apply likewise to your access to and use of the Cartzie Website.
3. The App operates only with Participating Stores and no other stores or retail locations or any other locations. If any store or retail location ceases to participate, for any reason, whether temporarily or permanently, in our service network, such store or retail location shall immediately cease being a Participating Store (“Non-Participating Store”) without obligation or requirement of any notice to you.
4. We may, in our sole discretion, revise, update, or otherwise modify the App or its functions, functionality, or content (“Modifications”), with or without notifying you. You agree that we may automatically, without need for notice to you or consent by you, implement any Modification, including by automatic download and installation on the App.
5. Any and all transactions between you and a Participating Store, including all orders, purchases, and other agreements and contracts, and all legal relationships between you and a Participating Store, do not include us or any Affiliate. Neither we nor any Affiliate is, or shall be deemed to be, a party to, or has any obligation, responsibility, or liability under or with regards to, any agreement, contract, or other legal relationship between you and a Participating Store. Neither we nor any Affiliate has any obligation, responsibility, or liability with regard to any acts, activities, or omissions of, including any violation of any of your rights or breach of any contract by, any Participating or any of its personnel. Neither we nor any Affiliate has any obligation, responsibility, or liability for any loss of benefits or value (including loyalty points, discounts, pricing differentials, etc.) suffered or incurred as a result of any Participating Store becoming a Non-Participating Store, including if resulting from any violation of any legal right of such Participating Store against us or any other person.
6. You hereby waive and relinquish any and all rights and remedies that you may have against us with regard to any of the foregoing.
7. Access to and use of the App will require setting up an account and register with us in the form provided to you. All data and information that you provide to us in connection therewith (“Registration Information”) will be complete, accurate, and current. You will promptly update any Registration Information in the event of any changes thereto. Following our receipt and processing of the Registration Data, we will set up an account for you (“Your Account”). We require you to set up and use specific IDs and passwords to access and use the App (the “Access Information”). We reserve the right to require you to confirm your identity and right to access or use the App from time to time. You agree to keep secure and confidential, and not to share, any of the Access Information with any other person or permit any other person to access, know and/or use any of the Access Information. You will notify us immediately in writing of any loss, misappropriation, or misuse of any Access Information, in which case we may require an immediate change of the Access Information. You shall be fully responsible and liable for any and all activities after accessing or using the App through your Access Information.
8. We make no covenant, and give no assurances, representation, or warranty, that the App is up-to-date. We may, from time to time and in our sole discretion, perform maintenance on the App and/or push upgrades, bug fixes, patches, error corrections, tools, utilities, improvements, third party applications, or general updates to the App (collectively, “Updates“). You agree that we have no obligation to develop, create, or make available any Updates at all or for particular issues. All Updates will be deemed to be included in the App as defined in these Terms, and after an Update, the App shall mean only the Cartzie software application including such Update. You acknowledge that Updates may result in interrupted service, delays, or errors in the App. We do not offer, and do not agree to, any service level agreement, service levels, credit, compensation, uptime, minimum uptime, lack of downtime, or other similar features regarding any downtime or otherwise in connection with the App.
9. In connection with the App, you may be offered or made aware of services, products, offers, and promotions provided by Participating Retailers or other persons (collectively,“Third Party Products“). Your use of the App may also make available to you reference links to websites operated by persons other than us (collectively, “Third Party Websites“). The availability or notification of any Third Party Products or the provision of any Third Party Website link is not, and does not imply, an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by us of any data contained therein, or such Third Party Products or any other products or services made available thereby. ANY USE OF THIRD PARTY PRODUCTS OR THIRD PARTY WEBSITES IS DONE SOLELY AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR REVIEWING ANY TERMS, CONDITIONS, AND POLICIES GOVERNING SUCH USE AND, WHERE APPLICABLE, COMPLYING THEREWITH, WHICH MAY CONTAIN TERMS, CONDITIONS, AND/OR POLICIES THAT ARE IN ADDITION TO AND/OR DIFFERENT FROM THIS AGREEMENT. You hereby acknowledge and agree that we are not responsible for (i) the performance of the Third Party Products, (ii) the content of, or any link contained on, Third Party Websites, (iii) any liabilities or damages of any kind or nature arising from, or in connection with, your use of Third Party Products or Third Party Websites.
10. You acknowledge that this website, the App is subject to export control regulations administered by the U.S. Department of Commerce (15 C.F.R. Chapter VII) and agree to comply with the same at all times. You will not export or re-export the App, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development, or production of nuclear, chemical, or biological weapons. You further acknowledge that the App may include technical data subject to such U.S. export regulations.

3. License

1. Subject to and conditioned upon your strict compliance with the terms and conditions set forth in these Terms, we hereby grant you a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, limited license during the Term (as defined in Section 11.a) to access and use the App (including any Updates) as provided or made available to you by us solely for the purpose(s) described in our description for the App, all under and in accordance with the terms and conditions of these Terms (the “License”).
2. Any software, code, technology, documentation, works, material, data, and information in or on or part of the App, or included in or resulting or derived from the App (collectively, “Our Content”) may be accessed or used by you under the License only to the extent that we provide or make Our Content available to you as part of the App. In no event do we grant, or do you receive, any license or rights to or related to any source code or source materials, whether expressly or implicitly.
3. If we sell, provide, or make available or accessible the App only for a specific geographic territory, including by written agreement, notice, or technology (for example, geo blocking) (the “Territory”), the License is granted only for such Territory. We may at any time, by notice, technology implementation, or otherwise, remove parts of the Territory, such as we deem necessary to comply with applicable law or avoid liability, such removed parts of the Territory shall at that time be excluded from the Territory, and the term “Territory” in these Terms no longer includes such removed parts.
4. If you are the U.S. federal government or an agency or entity of the U.S. federal government: The App is “commercial computer software”, as such term is defined at 48 C.F.R. § 2.101. Accordingly, you will receive only those rights with respect to the App as are granted to all other end users under license, in accordance with: (a) 48 C.F.R. § 227.7201 to § 227.7204, with respect to the Department of Defense and their contractors; or (b) 48 C.F.R. § 12.212, with respect to all other U.S. government licensees and their contractors.

4. Limitations and Restrictions

1. The License is the only license and right granted to you with regard to the App and any of Our Content.
2. Except as expressly permitted by these Terms, the License expressly excludes any right to, and you shall not, and shall not agree or promise to, and shall not allow, induce, or assist any third party to, directly or indirectly:
   
   1. access or use the App outside or beyond the scope of the License, including outside the Territory;
   2. grant or purport to grant any sublicense under the License or any license to or for the App or any part thereof;
   3. transfer, assign, sell, or resell, or purport to transfer, assign, sell, or resell, these Terms, the License, or any part thereof or any right therein or thereunder;
   4. copy, reproduce, publish, display, upload, post, transfer, or distribute the App or any of Our Content, or access, use, or exploit the App or any of Our Content as a service bureau or otherwise commercially for or on behalf of any third party;
   5. make, develop, or create any modification, edits, translation, transliteration, customization, adaptation, derivative work, improvement, or derivative of or to or from or based on the App or any of Our Content, in whole or in part (“Derivation”);
   6. access, use, or attempt to access or use any services, software, systems, content, programs, features, or data that are not provided or made available or accessible by us to you under these Terms;
   7. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or source materials of or associated with, or utilized by, the App, any of Our Content, or any part thereof;
   8. interfere with the proper working of, or prevent access to or the use of, any of the App or any of Our Content by us, any Affiliate, or any other licensees or customers, or impose an unreasonable or disproportionately large load on our infrastructure;
   9. remove, delete, alter, or obscure any proprietary notices (including any copyright, trademark, patent, or other intellectual property or proprietary rights notices) by us on or in connection with the App or any of Our Content;
   10. use or utilize any of the App or any of Our Content in violation of any federal, state, local, foreign, or international laws, regulations, statutes, or rules (collectively, “Law”);
   11. use the App or any of Our Content for purposes of competitive analysis of the App or any of Our Content or any other product or service offered or made available by us or any Affiliate, or the development of competing apps, software, products, or services; or
   12. use the App or any of Our Content to effect, or for any purpose to effect, commercial harm or disadvantage to us or any Affiliate.

5. Generated Data

1. You agree that we shall have the sole ownership of all rights, title, and interest in and to, and the sole right to possess and control, all data and information generated by, or as a result of the use of, the App, including all data collected from or through your use of the App, including any offers, sales, loyalty programs, loyalty points, and transactions through the App, and the location data wherever you access or use the App, and the correlation of any such collected data or with other data (the “Generated Data”). All Generated Data shall be deemed to be Our Content.
2. We and any Affiliate shall have the sole right, directly and indirectly, to collect, store, process, analyze, manipulate, edit, use, utilize, offer, sell, license, assign, transfer, grant any right to, commercialize, exploit, include in reports or with other data or information, include or use in or for any services or software or to create any Derivation, share, provide, and distribute to any person all Generated Data (whether alone or included in or as part of any other material), for internal and external purposes, as we determine in our sole discretion (“Exploitation”). To the extent necessary under applicable law, or to the extent that you acquire or have any ownership or rights in or to any Generated Data, you hereby assign and transfer to us all such ownership and rights, and to the extent that such assignment is not enforceable under applicable law, you hereby grant us the sole and exclusive, irrevocable, perpetual, non-terminable, worldwide, transferable, directly and indirectly sublicensable right and license to engage in any Exploitation, all free from any payment or payment obligation to you or any person claiming through you. You will have no right or license to the Generated Data, and you may not engage in any, or induce or assist in any third party’s Exploitation, without our express discretionary prior written consent. We and the Affiliates have no, and you irrevocably, unconditionally, and forever release us and the Affiliates, and all person deriving any right from Generated Data from us or an Affiliate from all, liability, remedy, obligation, cause of action, and claim of any kind, under any law, anywhere in the world, related to any Generated Data and any Exploitation.
3. To the extent that you collect any Generated Data through your use of the App, you will immediately transfer such Generated Data to us.
4. We give you, as part of the License, the limited right to use any Generated Data as necessary for you to use the App for its intended purpose solely for your personal use. You agree that you will not offer, sell, distribute, provide, or make available any Generated Data to any person without our express prior discretionary written consent.
5. To the extent that we do not receive or have access to any personally identifiable information of any individual in the course of your downloading, installing, accessing, or using the App, you will not otherwise provide or make available or accessible to us any personally identifiable information of you or any other individual.

6. Fees

1. At this time, we charge no fees for your downloading, installation, access, or use of the App. However, we may at any time commence charging fees for your downloading, installation, access, and/or use of the App (“Fees”) by written notice thereof to you pursuant to Section 12.b (the “Fee Notice”). If you do not agree with paying the Fees, you may terminate this Agreement in accordance with Section 11.b. If you do not so terminate this Agreement, you agree to pay the fees identified in the Fee Notice, and we may block your access to and use of the App unless and until you pay such Fees.
2. If you accept these Terms after we commenced charging Fees, you agree to pay the Fees as identified to you in connection with your seeking to download the App (e.g., in an app store) or posted on the Website as part of accepting these Terms (the “Fee Statement”).
3. You shall pay to us any Fees at such time or at such recurring periods as identified in the Fee Notice or the Fee Statement, as applicable. Unless expressly stated otherwise in the Fee Notice or the Fee Statement, all Fees, and other amounts payable under this Agreement, shall be paid in U.S. dollar currency (i) a credit or debit card, acceptable to us, or (ii) via electronic debit from a valid checking or savings account (collectively, the “Payment Method”). The Payment Method you provide must be accurate, current, and complete, and you agree to notify us promptly of any change thereto. All payments to us shall be made in immediately available unconditional irrevocable funds without any withholding, set-off, or deduction of any kind.
4. We may modify and change the Fees by written notice to you pursuant to Section 12.b no less than thirty (30) days before such modification or change is effective. If you do not agree with the change, you may terminate this Agreement under Section 11.b prior to the date on which such modification or change comes into effect. If you do not so terminate this Agreement, you agree to such modification or change and to pay the Fees as so modified or changed.
5. All Fees for recurring periods are owed and due on the first day of such recurring period. Your Payment Method will be charged in advance of such recurring period. You authorize us to charge all Fees and other amounts owed by you to us under this Agreement, including all applicable taxes, to the Payment Method. If you pay any fees with a credit or debit card, we may seek pre-authorization of such account prior to your purchase to verify that the credit or debit card is valid and has the necessary funds or credit available to cover your Fees.
6. Any sales, services, value added, use, and other tax imposed under applicable law applicable to any Fees (excluding any income tax assessed against us for receipt of any Fees) is added to the amount of such Fees and shall be owed and due by you to us together with such Fees. In the event that any tax, duty, levy, fee, cost, expense, charge, or other amount is deducted or withheld from the amount of any Fees when received by us (“Deduction”), you shall gross up or supplement the payment of such Fees such that the amount received by us is the full amount of such Fees without any such Deduction. If such Deduction is required to be paid by you to any government entity, you shall pay the amount of such Deduction as required under applicable law.
7. All payments of any Fees made to us are strictly non-refundable. With regard to any Fee owed by you to us, you hereby covenant that you will not, directly or indirectly, block any payment to be made, or challenge any payment made, through the Payment Method of such Fee or part thereof, or claim the repayment, reimbursement, or compensation for, or initiate any process for blocking or challenging such payment claim for repayment, reimbursement, compensation, blocked payment, or challenge (for example, by submitting a claim requesting a charge-back for any Fee paid through the Payment Method).

7. Privacy and Data Use

1. Details about our privacy policies and practices related to the App can be found here. By accepting these Terms and continuing to access and use the App, you are agreeing to the terms of these privacy policy and practices.
2. You acknowledge and agree that, as detailed in these Terms and our privacy policies and statements, we may collect, use, store, and disclose any Generated Data and other information regarding use of the App, which may include your personally identifiable information or the personally identifiable information of others, for any purpose. We have the unqualified right, but not the obligation, to monitor the App and Our Content from time to time and to disclose any information as necessary or appropriate to (i) satisfy any law, regulation, or other governmental request, (ii) operate the App properly, and (iii) protect itself or its users. We will not intentionally disclose any personal or private information unless required by law. We reserve the right to edit, refuse to post, remove, or refuse to remove any information or materials, in whole or in part, that, in its sole discretion, is alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

8. Intellectual Property

1. If you provide, submit, or makes available to us or an Affiliate any comment, suggestion, or recommendation regarding or related to the App and/or any of Our Content (“Submission”), we shall own and have the sole rights to, and you hereby assign, convey, and transfer unconditionally, irrevocably, and forever all rights, title, and interest in and to, the Submission. We will have the unrestricted, unlimited, perpetual, transferable, sublicenseable, worldwide right and license to use any Submission for any purpose, including to use, reproduce, modify, copy, distribute, display, perform, modify, edit, create derivative works from, and publish any Submission or any part thereof. We and the Affiliates shall not be liable to you, and you shall have no claim against us or an Affiliate, for any royalty, fee, or payment of any kind in connection with any use of any Submission or for the compensation or reimbursement of any cost, expense or liability incurred by you. We have no obligation or responsibility regarding any Submission. Any Submission is submitted at your own risk. You shall not use, utilize, commercialize, disclose, distribute, divulge, or make available any Submission without our express prior written consent.
2. We or an Affiliate solely owns, and shall retain sole ownership of, all rights, title, and interest in and to the App (including all Updates and all documentation, source code, and source materials thereof or related thereto), all of Our Content and any part thereof, all Submissions, all Derivations (by whomever or whenever made, developed, discovered, or created), all technology, inventions, concepts, systems, methods, processes, works, ideas, reductions to practice, data, databases, and information in or represented by or reflected in any of the foregoing, or otherwise owned or held by us or any Affiliate, and all trademarks, service marks, trade dress, designs, logos, domain names, internet addresses, URLs, tradenames, and other source identifiers and names of us or any Affiliates (including “CARTZIE” and “MODISOFT”) and all goodwill associated therewith, and any and all patents, patent applications, utility models, patent rights, copyrights (including all applications and registrations thereof), mask work rights (including all applications and registration thereof), trademark rights (including all registrations and applications thereof), trade secrets and trade secret rights, designs (including all applications and registrations thereof), data base rights and other intellectual property rights of any kind, anywhere in the world, in or to any of the foregoing (collectively and individually, “Our IP”).
3. Nothing in these Terms or any performance under these Terms, or any act or omission related to the Agreement constitutes, or shall be interpreted or construed to constitute, and neither we nor any Affiliate make or grant, any assignment, transfer, or conveyance of any right, title or interest, or any lien, security interest, or encumbrance, or (except solely for the License during the Term) any license or right to use, practice, or exploit, or any claim whatsoever in or to or under any of Our IP, whether expressly, implicitly, or otherwise.
4. You agree that you will not acquire, by use or otherwise, and will not claim, any ownership, co-ownership, license, lien, encumbrance, or claim in or to or under any or other rights (except solely for the License during the Term) in, or challenge any ownership or right of us or any Affiliate, or any person deriving a right from us or an Affiliate, related to any of Our IP, or challenge the validity or enforceability of any of Our IP, or take any action that in any way may jeopardize or jeopardize our or an Affiliate’s ownership or rights in or to, any of Our IP. In any action against you under this Section 8 or in protection of the ownership or rights of Our IP, you shall pay us for all reasonable attorneys’ fees, expert witnesses, and other legal costs paid or incurred by us and/or any Affiliate in connection with such action.
5. If you do or may own, hold, acquire, or have any right, title, interest, lien, encumbrance, license or right to use, practice, or exploit (except solely for the License during the Term), or claim in or to or under any of Our IP, you agree to assign, and you hereby assign, all such rights, title, interest, liens, encumbrances, licenses, and claims to us, without payment or payment obligation by us or any Affiliate. You shall execute any document or take any reasonable action and provide any other reasonable assistance as requested by us to effect any such assignment or otherwise give effect to or implement the provisions of this Section 8.

9. Warranties and Representations

1. You warrant and represents that (i) you have the right and authority to enter into these Terms and to perform all your obligations under these Terms and that these Terms is a legally binding agreement for you, (ii) you will access and use the App solely in accordance and compliance with the terms, conditions, and provisions of these Terms, and all applicable Law, and (iii) you will ensure that any employee of you accessing and using the App on your behalf will comply with all terms, conditions, and provisions of these Terms and applicable Law.
2. YOUR USE OF THE APP AND ANY OF OUR CONTENT IS ENTIRELY AT YOUR OWN RISK. THE APP AND ALL OF OUR CONTENT ARE PROVIDED AND MADE AVAILABLE “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, THE AFFILIATES, AND ANY THIRD PARTY LICENSOR, VENDOR, AND CONTENT OR SERVICE PROVIDER RELATED TO THE APP (“SUPPLIER”) HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ALL AND ANY PART OF THE APP AND ANY OF OUR CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND SIMILAR LAWS OF ANY JURISDICTION. WITHOUT LIMITING THE FOREGOING, WE AND THE AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, QUALITY, OF THE APP OR ANY OF OUR CONTENT, OR THAT THE APP OR ANY CONTENT ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION, OR THAT THE APP WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE APP OR ANY OF OUR CONTENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE APP, WHICHEVER IS SOONER.
3. WE AND THE AFFILIATES ARE NOT ENGAGED IN RENDERING LEGAL, FINANCIAL, ACCOUNTING, MEDICAL, OR ANY OTHER PROFESSIONAL SERVICE. IF SUCH ASSISTANCE IS REQUIRED, YOU SHOULD SEEK THE SERVICE OF A COMPETENT PROFESSIONAL. WE AND THE AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE APP WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE FEDERAL OR STATE STATUTES, LAWS, OR REGULATIONS, INCLUDING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, THE GRAMM-LEACH-BLILEY ACT OF 1999, AND THE SARBANES-OXLEY ACT OF 2002. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE APP IS IN ACCORDANCE WITH APPLICABLE LAW.
4. THE FOREGOING DISCLAIMERS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU, AND WE WOULD NOT HAVE PROVIDED YOU WITH THE APP WITHOUT SUCH DISCLAIMERS.

10. LIABILITY

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, THE AFFILIATES, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS FAILURES, DELAYS, OR LIMITATIONS, LOSS, CORRUPTION, SECURITY, OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS, OR INVESTMENT, ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE APP OR ANY OF OUR CONTENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF WE, THE AFFILIATES, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE EXTENT ANY LIABILITY FOR DAMAGES IS NOT EXCLUDED UNDER SECTION 10.a OR IS NOT EXCLUDABLE UNDER APPLICABLE LAW, THE ENTIRE, TOTAL, AGGREGATE, AND CUMULATIVE LIABILITY OF US, THE AFFILIATES, AND SUPPLIERS, AND YOUR EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THE APP, ANY OF OUR CONTENT, AND THIS AGREEMENT SHALL LIMITED TO AND CAPPED AT THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (US$100.00).
3. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU, AND WE WOULD NOT HAVE PROVIDED YOU WITH THE APP WITHOUT SUCH LIMITATIONS.
4. To the fullest extent permitted by law, you are responsible for your use of the App and any of Our Content and shall defend, indemnify and hold harmless us, the Affiliates, all Supplier, and the officers, directors, employees, consultants, affiliates, subsidiaries, and agents of us, any Affiliate, or any Supplier (collectively, the “Indemnified Parties”) from and against every claim, action, litigation, and proceeding, and all damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of, resulting from, or connected with (i) your use of the App or any of Our Content, including any unauthorized use, or misuse, of the App or any of Our Content by you or on Your Mobile Device; (ii) any transaction, agreement, or interaction between you and any Participating Store; (iii) your breach or violation of these Terms or any term, condition, provision, representation, warranty, or agreement hereof; (iv) any infringement, or alleged infringement, of any third party’s intellectual property rights or confidentiality, privacy, publicity or other right of a third party, or misappropriation of any third party’s intellectual property or other property as a result of your access to or use of the App or any of Our Content (except solely if such infringement or alleged infringement is caused solely by the App or any of Our Content as and when made available by us to you without consideration of any of your content or data or any modifications, adaptations, combinations, or specific uses or purposes of you); or (v) any negligence (including in the event of any contributory or comparative negligence of us or an Affiliate) or willful misconduct or violation of law by you or any User or any of your personnel. We reserve the right to assume on behalf of any of the Indemnified Parties the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), in which case you agree to cooperate with our defense of those claims.

11. Terms and Termination

1. This Agreement under these Terms commences upon the acceptance of these Terms and continued unless and until terminated earliest under Section 11.b, Section 11.c, and Section 11.d (the “Term”):
2. You may terminate this Agreement under these Terms by uninstalling and deleting the App from Your Mobile Device. Your uninstallation or deletion of the App shall be deemed to be a termination of this Agreement.
3. This Agreement under these Terms automatically expires and terminates upon any other deletion or uninstallation of the App from, or upon the App otherwise becoming unusable on, Your Mobile Device, regardless of the cause or reason therefor.
4. We may terminate this Agreement under these Terms by deactivating, through technical and other legal means, your access to or use of the App on Your Mobile Device or by uninstalling or deleting the App from Your Mobile Device, with or without notice, immediately if: (i) you breach the terms and conditions of, or your obligations pursuant to, these Terms, including the failure to pay any Fee owed under this Agreement; or (ii) you file, or have filed against you, a petition for voluntary or involuntary bankruptcy (or similar action pursuant to any other insolvency law), or make or seek to make a general assignment for the benefit of your creditors, or apply for, or consent to, the appointment of a trustee, receiver, or custodian for a substantial part of your property; or (iii) you provide inaccurate, incomplete, or outdated Registration Data, or fail to promptly update the same, or we have reasonable grounds to suspect your Registration Data is inaccurate, incomplete, or outdated. In our sole discretion, in any of the foregoing events, we may suspend rather than terminate these Terms, pending a decision whether to terminate or reinstate these Terms.
5. In the event of any termination or expiration of this Agreement under these Terms, the License and your right to download, install, access, and use the App terminates immediately, and we may immediately irretrievably delete any and all of the App and block your access to the Cartzie Website, regardless of any content related thereto belonging to you, all without being liable for any damages, losses, or consequences thereof. We strongly recommend that you back up all content belonging to you related to the App before any expiration or termination of this Agreement under these Terms.
6. No expiration or termination shall (i) affect your obligation to pay all Fees that may have become due before such expiration or termination, or (ii) entitle you to any refund. If Fees are charged for recurring periods and this Agreement expires or is terminated before the end of such recurring period, you are not entitled for any refund or compensation for such part of such recurring period following such expiration of termination. The provisions, terms, and conditions in Sections 5, 6, 7, 8, 9, 10, 11.e, and 12, and this Section 11.f, and all definitions of the terms used in such Sections, shall survive the termination and expiration of these Terms and continue to be in effect thereafter.

12. Miscellaneous

1. We may change the terms and conditions hereof from time to time by giving you notice thereof, which change shall be effective upon such notice. If you do not agree with such change, you shall give us written notice thereof and terminate these Terms and discontinue all use of the App as set forth in Section 11.b. Your continued use of the App after such notice shall be deemed to constitute your agreement with such change.
2. Any notice under these Terms by us may be given, and shall be deemed to be given in writing, to you when sent to by text message to Your Mobile Device or as a notification upon your seeking to access the App and shall be effective when delivered to Your Mobile Device.
3. You and we are independent contractors, each without the power or authority to bind, contract or commit the other, and will always represent themselves to any third parties only as an independent contractor without such power or authority. You are not a partner, joint venturer, co-owner or otherwise a participants in a joint or common undertaking with us or an Affiliate You shall take steps necessary to avoid the appearance or belief by a Licensee that Licensee is an agent with the authority to bind us or an Affiliate. Your employees and personnel are not, and shall not be construed to be, employees or personnel of us or an Affiliate, and we or an Affiliate shall not be liable for, have any obligations to, and may not be bound by such employees or personnel. Neither you nor we have any authority (express, implied or otherwise) to enter into any contracts or commitments in the name of, or on the behalf of, the other or bind the other in any respect whatsoever.
4. These Terms and the rights and obligations hereunder shall not be assigned or delegated by you without the express prior written consent of us, which shall be in our sole discretion. We may condition such consent on payment of a transfer fee as determined by us in our sole discretion. We may, at any time, assign the Agreement, or assign any of its rights and/or delegate any of its obligations hereunder to any person or entity, with or without notice to you. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of each of you and us and the successors and permitted assigns of you and us.
5. Each Affiliate is an intended third party beneficiary with regard to any term, condition, or provision of these Terms applicable to an Affiliate. Otherwise, you and we do not intend any third party to be a third party beneficiary under these Terms, and nothing in these Terms shall be construed for any third party to be a third party beneficiary or to confer any third party beneficiary rights or status on any third party.
6. You agrees that damages alone may be an insufficient remedy for violations of the terms of these Terms (other than the obligation to pay Fees) or the Privacy Policy and that we or an Affiliate, may suffer irreparable damage as a result of such a violation. Accordingly, we and any Affiliate (which is an intended third party beneficiary under all terms, conditions, and provisions in these Terms applying to any Affiliate) shall be entitled, in the event of such a violation or threatened or anticipatory violation, to seek injunctive relief or equivalent relief to enforce these Terms, or to enforce or defend any of Our IP, without obligation to post a bond, which injunctive or equivalent relief shall be in addition to any and all other rights or remedies available to us or an Affiliate including damages.
7. The validity, enforceability, and performance of these Terms, and any dispute and the resolution of any dispute under these Terms, and the interpretation and construction of these Terms or any term, condition, or provision thereof, and all other matters related to these Terms, shall be governed by the law of the State of Texas, without regard of any conflict of laws or international private law that would result in the application of the law of any other jurisdiction. In the event that the U.N. Convention on the International Sale of Goods has any application to the agreement, the parties disclaim the application thereof.
8. Subject to Section 12.f, any dispute or claim arising out of or related to these Terms, or the interpretation, making, performance, breach, validity, or termination thereof, shall be finally settled by binding arbitration in Houston, Texas under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) by one neutral arbitrator appointed in accordance therewith. The arbitrator shall apply Texas law to the merits of any dispute or claim, without reference to rules of conflict of law. The arbitrator shall have the power to decide all questions of arbitrability. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration requirement and without any abridgment of the powers of the arbitrator. YOU HEREBY AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.
9. Subject to Section 12.h, any legal suit, action, or proceeding arising out of or relating to these Terms or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Texas, in each case located in Houston, Harris County, and you and we hereby irrevocably submit to the exclusive jurisdiction of such courts for such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for such suit, action, or proceeding brought in any such court.
10. If we or an Affiliate institute legal proceedings pursuant to these Terms against you, we and the Affiliate will be entitled to recover from you, and you shall pay to us or the Affiliate, all reasonable attorneys’ and expert fees and other legal costs and expenses paid or incurred by us or the Affiliate in such proceedings if we or the Affiliate prevail in such proceedings.
11. We will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or your equipment, loss and destruction of property, or any other circumstances or causes beyond our reasonable control.
12. These Terms, together with the all other documents that are incorporated by reference herein, constitutes the sole, complete, and entire agreement between you and us with respect to the subject matter contained herein, including to setting forth the entire obligations and liability of us, and your exclusive rights and remedies, with respect to the App, Our Content, and their use, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
13. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. For purposes of these Terms, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute, regulation, or other Law means such statute, regulation, or other Law as amended from time to time and includes any successor legislation, regulation, or other Law. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The ancillary documents referred to herein shall be construed with, and as an integral part of, these Terms to the same extent as if they were set forth verbatim herein.