END USER LICENSE AGREEMENT AND TERMS OF SERVICE
Last Updated: 11/15/2021
This End User License Agreement and Terms of Service (this “EULA”) is a binding contract between you, an individual entering into this EULA on your own behalf (“you”), and BridgeAthletic, Inc. (“Bridge,” “we,” “us” or “our”) governing your use of the mobile software application that Bridge has made available for download (the “App”) and any websites or other online services or properties owned or controlled by Bridge and offered to you (together with the App, the “Service”).
The Service provides users (“Users”) with, among other things, a platform to monitor athletic training progress, and through the App, we may make available to you certain services and content supplied by third-parties with whom we contract to provide such content through the Services (“Content Providers”).
BY CLICKING “I AGREE,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU REPRESENT AN ORGANIZATION OR EMPLOYER, YOU AGREE TO THESE TERMS ON BEHALF OF THE ORGANIZATION OR EMPLOYER AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION OR EMPLOYER. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS OF THIS EULA, YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND BRIDGE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY BRIDGE AND BY YOU TO BE BOUND BY THIS EULA.
Material Terms: As provided in greater detail in this EULA (and without limiting the express language of this EULA), you acknowledge the following:
- the Service is licensed, not sold to you, and you may use the Service only as set forth in this EULA;
- the use of the Service may be subject to separate third party terms of service and fees, including, without limitation, your mobile network operator’s (the “Carrier”) terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
- we provide the Service to you on an “as is” basis without warranties of any kind and liability of Bridge and the Content Providers to you is limited;
- Except for certain kinds of disputes described in Section 10, disputes arising between you and Bridge will be resolved by binding arbitration. BY ACCEPTING THIS EULA, AS PROVIDED IN GREATER DETAIL IN SECTION 10 BELOW, YOU AND BRIDGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION;
- you agree to and acknowledge the “Notice Regarding Apple” below; and
- if you Post (defined in Section 5.a below) any Objectionable Content (defined in Section 5.g below) on the Service, then we may – but have no obligation to – take any remedial action that we, in our sole discretion, deem necessary and/or appropriate under the circumstances, such as, without limitation, suspending or terminating your Account (defined in Section 3.a below), removing all of your User Content (defined in Section 5.a below) from the Service and/or reporting you to law enforcement authorities, either directly or indirectly.
- General Terms and Conditions.
- Content Providers. With respect to Content Providers, you understand, acknowledge and agree that: (i) releases, indemnifications, waivers and contractual benefits of any nature that apply, extend or inure to the benefit of Bridge also apply, extend and inure to the benefit of Content Provider to the extent made available through the Services on our behalf; and (ii) you may be required to agree to separate instruments and agreements as required by the Content Providers concerning your acceptance and receipt of services from the Content Provider via the Services.
- Consideration. Bridge provides you with access to certain portions of the Service free of charge, but to enjoy the full benefits of the Service, you must purchase subscription-based access to the Service. In return for enjoying free or subscription-based access to the Service, you acknowledge and agree that Bridge may generate revenues, increase goodwill or otherwise increase the value of Bridge from your use of the Service, and you will have no right to share in any such revenue, goodwill or value whatsoever. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless we say otherwise. You authorize Bridge or our payment processing service provider to charge, on an ongoing basis, all accrued sums and taxes for the orders that you make and any level of Service you select as described in this EULA or published by Bridge to the payment method specified in your account, until cancelation or termination of the paid Service. If you pay any fees with a credit card, then Bridge may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
- Subscriptions. If you purchase a subscription to the Service, then the following terms also apply:
- Automatically Renewable Subscriptions. BY PURCHASING A SUBSCRIPTION TO THE SERVICE, YOU AGREE THAT, ONCE YOUR SUBSCRIPTION EXPIRES, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL IN LENGTH TO THE IMMEDIATELY PRECEDING SUBSCRIPTION PERIOD UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION.
- Recurring Charges. YOU AUTHORIZE THE APPLICABLE SERVICE PROVIDER TO PROCESS YOUR PAYMENTS FOR ANY RENEWAL SUBSCRIPTION. SUBSCRIPTION PRICES WILL BE DISPLAYED TO YOU AT THE TIME OF PURCHASE. YOU WILL BE BILLED FOR THE SAME SUBSCRIPTION PLAN (OR THE MOST SIMILAR SUBSCRIPTION PLAN, IF YOUR PRIOR PLAN IS NO LONGER AVAILABLE) AT THE THEN-CURRENT SUBSCRIPTION PRICE PLUS ANY APPLICABLE TAXES. YOUR PAYMENTS WILL BE PROCESSED FOR ANY RENEWAL SUBSCRIPTION USING THE SAME BILLING CYCLE AS YOUR CURRENT SUBSCRIPTION. IN OTHER WORDS, IF YOUR PAYMENT IS PROCESSED FOR YOUR CURRENT SUBSCRIPTION ON THE 20TH OF EACH MONTH, THEN YOUR PAYMENT WILL CONTINUE TO BE PROCESSED ON THAT DAY FOR ANY RENEWAL SUBSCRIPTION. ADDITIONAL TERMS AND CONDITIONS MAY APPLY UPON RENEWAL, AND SUBSCRIPTION FEES MAY CHANGE AT ANY TIME, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. FOR INFORMATION ON THE SUBSCRIPTION FEES, PLEASE SEE OUR WEBSITE AT BRIDGEATHLETIC.COM.
- Cancellation. YOU MAY CONTACT BRIDGE AT firstname.lastname@example.org AT ANY TIME TO REQUEST THAT WE CANCEL YOUR SUBSCRIPTION TO THE SERVICE. ANY SUCH CANCELLATION WILL NOT BE DEEMED EFFECTIVE UNTIL WE EXPRESSLY CONFIRM THE CANCELLATION HAS OCCURRED IN WRITING. ONCE WE HAVE CONFIRMED THE CANCELLATION OF YOUR SUBSCRIPTION TO THE SERVICE IN ACCORDANCE WITH THE PRECEDING SENTENCE, YOU WILL NOT BE CHARGED FOR ANY SUBSEQUENT SUBSCRIPTION PERIOD. BRIDGE HAS NO OBLIGATION TO OFFER OR PROVIDE ANY REFUND FOR THE CANCELLATION OF ANY SUBSCRIPTION.
- Delinquent Accounts. Bridge may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal subscription fee is due, then Bridge reserves the right to delete your account and any information or User Content associated with your account without any liability to you.
- Changes to this EULA. You understand and agree that we may change this EULA at any time without prior notice; provided that we will endeavor to provide you with prior notice of any material changes that may apply to you, including through the posting of a revised EULA that you may be required to accept in order to continue using the Service. You may read a current, effective copy of this EULA at any time by selecting the appropriate link on the Service. The revised EULA will become effective at the time of posting unless specified otherwise. Any use of the Service after the effective date will constitute your acceptance of such revised EULA. If you find any change to this EULA or the Service unacceptable, then your sole remedy is to cancel or terminate the Service as described in this EULA or in the Services, stop accessing, browsing and otherwise using the Service. The terms of this EULA will govern any updates Bridge provides to you that replace and/or supplement any portion of the Service, unless the upgrade is accompanied by a separate license or revised EULA, in which case the terms of that license or revised EULA will govern. Notwithstanding the preceding sentences of this Section 1.e, no revisions to this EULA will apply to any dispute between you and Bridge that arose prior to the effective date of such revision.
- THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY BRIDGE. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. FURTHERMORE, BY ACCESSING OR USING THE SERVICE, YOU AFFIRM THAT EITHER YOU ARE AT LEAST 18 YEARS OF AGE OR YOU HAVE BEEN AUTHORIZED TO USE THE SERVICE BY YOUR PARENT OR LEGAL GUARDIAN WHO IS AT LEAST 18 YEARS OF AGE. BY AGREEING TO THIS EULA, YOU REPRESENT AND WARRANT TO US THAT: (A) YOU ARE AT LEAST 13-YEARS OLD AND IF YOU ARE UNDER 18 YEARS OF AGE,YOU HAVE BEEN AUTHORIZED TO USE THE SERVICE BY YOUR PARENT OR LEGAL GUARDIAN WHO IS AT LEAST 18 YEARS OF AGE; (B) YOU HAVE NOT PREVIOUSLY BEEN SUSPENDED OR REMOVED FROM THE SERVICE; AND (C) YOUR REGISTRATION AND YOUR USE OF THE SERVICE IS IN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU ARE AN ENTITY, ORGANIZATION, OR COMPANY, THE INDIVIDUAL ACCEPTING THIS EULA ON YOUR BEHALF REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND YOU TO THIS EULA AND YOU AGREE TO BE BOUND BY THIS EULA.
- YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS INTENDED FOR USE ONLY BY INDIVIDUALS HEALTHY ENOUGH TO PERFORM STRENUOUS EXERCISE. IF YOU ARE OLDER THAN THIRTY-FIVE (35) YEARS OF AGE, OR IF YOU HAVE NOT BEEN PHYSICALLY ACTIVE FOR MORE THAN 1 YEAR, OR IF YOU HAVE ANY MEDICAL HISTORY THAT MAY PUT YOU AT RISK, INCLUDING, WITHOUT LIMITATION, ONE OR MORE THE FOLLOWING CONDITIONS, YOU ARE REQUIRED TO SEEK APPROVAL FROM A QUALIFIED HEALTH CARE PRACTITIONER PRIOR TO USING THE SERVICE: HEART DISEASE, HIGH BLOOD PRESSURE, FAMILY HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, CHEST PAIN CAUSED BY PREVIOUS EXERCISE, DIZZINESS OR LOSS OF CONSCIOUSNESS CAUSED BY PREVIOUS EXERCISE, BONE OR JOINT PROBLEMS, DIABETES, HIGH CHOLESTEROL, OBESITY OR ARTHRITIS.
- Certain Rules.
- YOU ACKNOWLEDGE AND AGREE THAT: (1) BRIDGE IS NOT A MEDICAL ORGANIZATION, AND WORKOUT PLANS AND SPECIFIC EXERCISES RECOMMENDED BY BRIDGE OR THE CONTENT PROVIDERS DO NOT CONSTITUTE MEDICAL ADVICE, PRESCRIPTIONS, OR DIAGNOSES; AND (2) THE SERVICE IS NOT FOR USE IN EMERGENCY OR URGENT SITUATIONS, AND IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, YOU WILL CALL DOCTOR OR 911 IMMEDIATELY.
- YOU SHOULD BE AWARE THAT THERE ARE INHERENT PHYSICAL AND MENTAL HEALTH RISKS TO EXERCISE, INCLUDING RISK OF INJURY OR ILLNESS. BY ACCESSING THE SERVICE, YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR PERFORMANCE OF ANY AND ALL EXERCISES OR ACTIVITIES RECOMMENDED BY THE SERVICE IS WHOLLY AT YOUR OWN RISK. NEITHER BRIDGE, ITS EMPLOYEES AND ITS AGENTS, NOR THE CONTENT PROVIDERS WILL BE LIABLE FOR ANY PHYSICAL OR MENTAL INJURY OR ILLNESS THAT MAY RESULT, WHETHER DIRECTLY OR INDIRECTLY, FROM ANY OF RECOMMENDED WORKOUT PLANS OR EXERCISES. WHILE WE OR THE CONTENT PROVIDER MAY PROVIDE GUIDELINES SUCH AS WRITTEN DESCRIPTIONS, PICTURES, OR VIDEOS DESCRIBING HOW TO PERFORM SPECIFIC EXERCISES OR ACTIVITIES, YOU ASSUME SOLE RESPONSIBILITY FOR PERFORMING THOSE EXERCISES OR ACTIVITIES WITH PROPER FORM, AS RISK OF INJURY OR ILLNESS INCREASES WITH IMPROPER FORM. WE ENCOURAGE YOU TO SEEK MULTIPLE SOURCES OF INFORMATION REGARDING HOW TO PERFORM EACH EXERCISE CORRECTLY AND TO CONSIDER CONSULTING IN PERSON WITH A QUALIFIED COACH, INSTRUCTOR, PERSONAL TRAINER, OR PHYSICAL THERAPIST, ESPECIALLY IF YOU ARE NEW TO ANY OF THE FORMS OF TRAINING OR ACTIVITY YOU SEEK TO PERFORM. WE HIGHLY RECOMMEND YOU SEEK GUIDANCE IN PERSON FROM A PHYSICAL THERAPIST OR OTHER QUALIFIED HEALTH CARE PRACTITIONER IF YOU HAVE ANY PREEXISTING INJURIES OR CONDITIONS THAT MAY COMPROMISE THE JOINTS, MUSCLES, OR OTHER TISSUES INVOLVED IN YOUR WORKOUTS, OR THAT MIGHT OTHERWISE INTERFERE WITH RECOMMENDED ACTIVITIES.
- YOU MUST DISCONTINUE EXERCISE IN CASES WHERE IT CAUSES PAIN OR SEVERE DISCOMFORT, AND SHOULD CONSULT A MEDICAL EXPERT PRIOR TO RETURNING TO EXERCISE IN SUCH CASES. WE RESERVE THE RIGHT TO DENY YOU ACCESS TO THE SERVICE IF WE DETERMINE, IN OUR SOLE DISCRETION, THAT YOU HAVE CERTAIN MEDICAL CONDITIONS.
- Additional Terms. We also may require you to agree to additional terms, rules, guidelines and/or policies that we post or otherwise make available to you from time-to-time in connection with your use of the Service (“Additional Terms”). Except as otherwise stated expressly in certain Additional Terms, all Additional Terms are hereby incorporated into and made part of this EULA, and this EULA will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency.
- Mobile Services and Messaging.
- Mobile Services. The Service will be accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the Services and the related Mobile Services must be in accordance with this EULA.
- Messages. You may be able to send messages to others through certain functionality available on the Services (“Messages”). You represent and warrant that: (i) you will only send Messages to others who have given you their prior express consent to receive them; (ii) you, and only you, take all actions necessary to initiate and send all Messages, and we are merely a technology provider that plays no active role whatsoever in initiating and/or sending Messages; and (iii) you will indemnify and hold us harmless from any and all claims and losses arising out of your Messages. Without limiting the foregoing, you are solely responsible for all fees and charges associated with your Messages, including, without limitation, any fees or charges imposed by your Carrier.
- Log-In Credentials. While you may always browse any public-facing portions of the Service without registering with us, in order to enjoy the full benefits of the Service, you must download the App and register an account with us (an “Account”).
- Account Security. When you register an Account, you will be asked to create a password. You are solely responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Bridge immediately at email@example.com you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. Bridge will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Bridge of such unauthorized use or loss of your credentials. Separate log-in credentials may be required to access External Sites (defined in Section 7 below).
- Accuracy of Information. When creating an Account, you may be required to provide us with some information about yourself, such as your date of birth, name, email address, phone number, or other contact information. To use the services, you may be required to provide information regarding your physical performance, including your soreness, hours of sleep, hydration, nutrition, stress and bodyweight, volume and other measurements related to your physical exercise. You agree that the information you provide to us is true, accurate, current, complete, and not misleading. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this EULA, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of Bridge, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Bridge may terminate your Account immediately without notice to you and without any liability to you or any third party.
- Intellectual Property Rights
- License. Subject to your complete and ongoing compliance with this EULA and unless otherwise agreed, Bridge hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to: (i) download, access and use an object code copy of the App on any device that you own or control; and (ii) access and use all other portions of the Service, in each case, solely for your personal, non-commercial use and solely in strict compliance with the provisions of this EULA. Any third-party code that may be incorporated into the App is covered by the applicable open source or third party license, if applicable. For a list of the open source components included in the App, please refer to the document located here: https://www.bridgeathletic.com/open-source-mobile-apps
- Content. Except for User Content, content that Bridge and its Content Providers provides to Users on or through the Service (including without limitation, any work-out plans, videos, images or other content, and any other text, graphics, photos, software or interactive features) are protected by copyright or other intellectual property rights and owned by Bridge, its Content Providers or their third party licensors (collectively, the “Bridge Content”). Moreover, Bridge solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill. Except as expressly authorized by Bridge, you may not make use of the Bridge Content.
- Marks. Bridge trademarks, service marks and logos (the “Bridge Trademarks”) used and displayed on the Service are Bridge’s registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by Content Providers or other third parties (the “Third-Party Trademarks,” and, collectively with Bridge Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Bridge’s, Content Provider’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without Bridge’s prior express written consent. All goodwill generated from the use of any Bridge Trademark will inure solely to Bridge’s benefit.
- Restrictions. Bridge hereby reserves all rights not expressly granted to you in this Section 4. Accordingly, nothing in this EULA or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Service or any Bridge Content or Trademarks located or displayed therein.
- User Content.
- Definition. “User Content” means any content that Users upload, post or transmit to or through the Service (collectively, “Post”) (including, without limitation, any work-out related data, and any text, photographs, messages, reviews, video or audio (including sound or voice recordings), images, folders, or other works of authorship or other works. For clarity, User Content excludes any and all Bridge Content. You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Services, subject to the licenses granted in this EULA.
- Intellectual Property Rights. YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND SUBMITTING YOUR USER CONTENT TO THE SERVICE DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS.
- Licenses to User Content. You hereby grant Bridge, and the Content Providers subject to such parties’ agreements with Bridge, a perpetual, irrevocable, unrestricted, assignable, sublicensable, royalty-free, fully paid right and license throughout the universe to: (i) reproduce, distribute, publicly display, publicly perform, create derivative works from, and otherwise exploit and use (collectively, “Use”) all or any part of all User Content you Post to or through the Service, by any means and through any media and formats now known or hereafter developed, to provide and improve the Service and our business; and (ii) use your user name, image, voice and likeness to identify you as the source of any of your User Content. You must not Post any User Content on or through the Service or transmit to Bridge any User Content that you consider to be confidential or proprietary. Notwithstanding the foregoing in this Section 5.d, we will not display or disclose publicly any of your User Content that is work-out related data in a manner that would identify you personally without your prior consent.
- You Must Have Rights to the Content You Post. You must not Post any User Content to the Service if you are not the owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service. Bridge disclaims any and all liability in connection with User Content. By providing User Content via the Service, you affirm, represent, and warrant that: (i) you are the creator and owner of the User Content Posted by you on or through the Service or otherwise have all licenses, consents, permissions, and rights necessary to authorize Bridge to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Bridge, the Service, and this EULA; (ii) the Posting and Use of your User Content on or through the Service does not and will not infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right, does not and will not slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, and does not and will not cause Bridge to violate any law or regulation; (iii) the Posting of your User Content on the Service does not and will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on the Service and from Bridge’s exercise of the license set forth in this Section. For clarity, Bridge does not permit infringing activities on the Service.
- Waiver of Rights to User Content. By Posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Bridge with respect to User Content, including but not limited to all rights of privacy, publicity or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service.
- Objectionable Content. You are not permitted to and agree not to Post any User Content to the Service that is or could be interpreted to be, as Bridge may determine in its sole discretion, (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar or in violation of any applicable laws; or (ii) promoting any product, good or service, or bigotry, discrimination, hatred, intolerance, racism or inciting violence ((i) and (ii) collectively, “Objectionable Content”). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this EULA may be raised as a defense against any third party claims arising from your Posting of Objectionable Content. You also agree not to use the Service for illegal or unlawful purposes. If you encounter any Objectionable Content on the Service, then please immediately email Bridge at firstname.lastname@example.org. You acknowledge and agree that Bridge provides you with the ability to report Objectionable Content as a courtesy, and Bridge has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us. However, Bridge in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content on the Service, including, but not limited to, warning the User, suspending or terminating the User Account, removing all of the User’s User Content and/or reporting the User to law enforcement authorities, either directly or indirectly.
- No Liability. For the avoidance of doubt, Bridge will not be liable for any use or misuse of User Content by any User.
- Restrictions on Use of the Service.
- In addition to any other restrictions set forth in this EULA, and without limiting those restrictions, when using the Service, you agree not to (and not to attempt to):
- delete, alter or make unauthorized copies of any content made available on or through any part of the Service;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up any part of the Service, except to the extent any such restrictions are expressly prohibited by applicable law;
- rent, lease, loan, resell, sublicense, distribute or otherwise transfer any part of the Service or content thereon to any third party or use any part of the Service for the benefit of any third party;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of any part of the Service, features that prevent or restrict use or copying of any content accessible on any part of the Service, or features that enforce limitations on use of any part of the Service or any content thereon;
- delete any copyright or other proprietary rights notices on any part of the Service;
- provide any false information to Bridge or Content Providers or impersonate another person or entity in any way;
- create a new Account with Bridge, without Bridge’s express written consent, if Bridge has previously disabled an Account of yours;
- restrict, discourage or inhibit any person from using the Service or disclose personal information about a third person on the Service or obtained from the Service without the consent of that person;
- use the Service, without Bridge’s express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
- gain unauthorized access to the Service, to other Users’ Accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (A) Posting any virus, worm, adware, spyware or any other malicious code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Service or communications equipment and computers connected to the Service; (B) making any unsolicited offer or advertisement to another user of the Service; or (iii) collecting personal information about another user or third party without consent;
- access, tamper or interfere with or disrupt the Service, networks, equipment, or servers connected to or used to provide the Service or violate the regulations, policies or procedures of those networks or servers;
- violate any applicable federal, state or local laws or regulations or the terms of this EULA;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identify, accessing any other Service account without permission, or falsifying your age or date of birth.
The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to this EULA, nothing in this EULA prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
- Feedback. While we are continually working to develop and evaluate our own product ideas and features, we know we don’t have all the answers. We therefore welcome your feedback, comments and suggestions. If you choose to contribute by sending Bridge or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games or other types of content), promotions, strategies or product/feature names or any related documentation, artwork, computer code, diagrams or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Bridge, you agree that:
- Bridge has no obligation to review, consider or implement your Feedback, or to return to you all or part of any Feedback for any reason;
- Feedback is provided on a non-confidential basis, and Bridge is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
- You irrevocably grant Bridge unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, and unlimited right and license to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified. We will have no obligation to provide you with any attribution for any Feedback you provide to us.
- Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.
- Respect of Third Party Rights. Bridge respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Service.
- Repeat Infringer Policy. Bridge’s intellectual property policy is to: (i) remove or disable access to material that Bridge believes in good faith, upon notice from an intellectual property owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (ii) remove any User Content uploaded to the Service by “repeat infringers.” Bridge considers a “repeat infringer” to be any User that has uploaded User Content to or through the Service and for whom Bridge has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. Bridge reserves the right, however, to suspend or terminate the Account of any User after receipt of a single notification of claimed infringement or upon Bridge’s own determination.
- Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Bridge with the User alleged to have infringed a right you own or control, and you hereby consent to Bridge making such disclosure. Your communication must include substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
- Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
- Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Bridge to locate the material on the Service;
- Information reasonably sufficient to permit Bridge to contact you, such as an address, telephone number and, email address;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Bridge with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Bridge making such disclosures. You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
- Designated Agent Contact Information. Bridge’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:
Phone: (650) 644-7416
Via E-mail: email@example.com
Via U.S. Mail: P.O. Box 60625, Palo Alto, CA 94306
Attn: BridgeAthletic Compliance Department
- Counter Notification. If you receive a notification from Bridge that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Bridge with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Bridge’s Designated Agent through one of the methods identified in Section 9.b, and include substantially the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Bridge may be found, and that you will accept service of process from the person who provided notification under Section 9.d above or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
- Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Bridge in response to a Notification of Claimed Infringement, then Bridge will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Bridge will replace the removed User Content or cease disabling access to it in 10 business days, and Bridge will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Bridge’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Bridge’s system or network.
- False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Bridge] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f).
Bridge reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
- Dispute Resolution.
- General. In the interest of resolving disputes between you and Bridge in the most expedient and cost effective manner, and except as described in Section 10.b and 10.c, you and Bridge agree that any dispute arising in connection with this EULA, the Service, and communications from us will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this EULA, the Service, or any communications to or from us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this EULA. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS EULA, YOU AND BRIDGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Notwithstanding Section 10.a above, nothing in this EULA will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of law of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
- Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 10 within 30 days after the date that you agree to this EULA by sending a letter to BridgeAthletic, Inc., Attention: BridgeAthletic Compliance Department, P.O. Box 60625, Palo Alto, CA 94306 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Bridge receives your Opt-Out Notice, this Section 10 will be void and any action arising out of this EULA will be resolved as set forth in Section 16. The remaining provisions of this EULA will not be affected by your Opt-Out Notice.
- Arbitrator. Any arbitration between you and Bridge will be settled under the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this EULA, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Bridge. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice ”). Bridge’s address for Notice is: 290 Division Street, Suite 410, San Francisco, CA, Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Bridge may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Bridge must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Bridge prior to selection of an arbitrator, Bridge will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; and (2) $10,000.
- Fees. If you commence arbitration in accordance with this EULA, Bridge will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your billing address, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Bridge for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. Notwithstanding anything in this EULA to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under this Section 10.
- No Class Actions. YOU AND BRIDGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Bridge agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If Bridge makes any future change to this arbitration provision, other than a change to Bridge’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Bridge’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Bridge.
- Enforceability. If Section 10.g above is found to be unenforceable or if the entirety of this Section 10 is found to be unenforceable, or if Bridge receives an Opt-Out Notice from you, then the entirety of this Section 10 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to this EULA.
- Limitation of Liability and Disclaimer of Warranties. THE FOLLOWING TERMS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
- NEITHER BRIDGE NOR ITS RESPECTIVE AFFILIATES AND CONTENT PROVIDERS (COLLECTIVELY, THE “BRIDGE PARTIES”) MAKE ANY WARRANTY OR REPRESENTATION ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS EULA, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. THE BRIDGE PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT ON THE SERVICE, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR THE BRIDGE PARTIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE BRIDGE PARTIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS EULA. THE BRIDGE PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT THE BRIDGE PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
- THE BRIDGE PARTIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS, SIMILAR CONTAMINATION, OR DESTRUCTIVE FEATURES, AND THE BRIDGE PARTIES DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BRIDGE PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
- THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE BRIDGE PARTIES DISCLAIM ALL WARRANTIES THERETO, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: , BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTIES OF TITLE, QUIET ENJOYMENT, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND FITNESS FOR PARTICULAR PURPOSE; AND (ii) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
- THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Bridge does not disclaim any warranty or other right that Bridge is prohibited from disclaiming under applicable law.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY BRIDGE PARTY BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE ACCESS OR USE, OR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BRIDGE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN SECTIONS 10.e AND 10.f AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BRIDGE PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS EULA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE LESSER OF U.S. $100 OR THE TOTAL AMOUNT YOU HAVE PAID BRIDGE FOR SUBSCRIPTION-BASED ACCESS TO THE SERVICE AS OF THE DATE OF THE APPLICABLE CLAIM.
- EACH PROVISION OF THIS EULA THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS EULA. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS EULA. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Third Party Disputes. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE BRIDGE PARTIES AND CONTENT PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
- Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Service, and you agree to defend, indemnify and hold harmless the Bridge Parties and Content Providers from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of this EULA, any representation, warranty, or agreement referenced in this EULA, or any applicable law or regulation; (b) your access to, use or misuse of Bridge Content or the Service; (c) your User Content; (d) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between you and any third party. Bridge will provide notice to you of any such claim, suit or proceeding. Bridge reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if Bridge believes that you are unwilling or incapable of defending Bridge’s interests. In such case, you agree to cooperate with any reasonable requests assisting Bridge’s defense of such matter at your expense.
- Term and Termination of the EULA.
- Term. As between you and Bridge, the term of this EULA commences when you accept this EULA or as of your first use of the Service and continues until the termination of this EULA by either you or Bridge.
- Termination. You may terminate this EULA by sending written notification to Bridge at firstname.lastname@example.org, or by cancelling your account through account settings, deleting the App from your mobile devices and terminating all other uses of the Service. If you wish to delete any of your User Content from the Service, then you can ask us to do so for you by contacting us at email@example.com, but no such removal is guaranteed. In addition, Bridge may, at its sole discretion, terminate this EULA or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. In addition, Bridge may, in its sole discretion, restrict, suspend or terminate this EULA and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of this EULA or violate the rights of any third party copyright owner, including, without limitation, any such owner of musical works or sound recordings. Bridge may further terminate this EULA immediately for any other reason with or without notice to you, using the email address associated with your account credentials. Bridge reserves the right to change, suspend or discontinue all or any part of the Service at any time without prior notice or liability.
- Upon termination of this EULA: (i) your license rights will terminate and you must immediately cease all use of the Service; (ii) you may no longer be authorized to access your account or the Service; (iii) you may be required to pay Bridge any unpaid amount that was due prior to termination; and (iv) all payment obligations accrued prior to termination and Sections 1.b, 1.d, 1.e, 1.g, 1.h, 1.i, 2, 3.b, 4.b, 4.c, 4.d, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19 and all defined terms used therein will survive the termination of this EULA indefinitely. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service.
- Bridge reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Bridge will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.
- Miscellaneous. This EULA is governed by the laws of the State of California without respect to its conflict of laws principles. You and Bridge submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under this EULA. You agree that no joint venture, partnership, employment or agency relationship exists between you and Bridge as a result of this EULA or use of the Service. If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this EULA, which will remain in full force and effect. Failure of Bridge to act on or enforce any provision of this EULA will not be construed as a waiver of that provision or any other provision in this EULA. No waiver will be effective against Bridge unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Bridge and you, this EULA constitutes the entire agreement between you and Bridge with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. This EULA will inure to the benefit of our successors and assigns. You may not assign this EULA or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Bridge. Bridge may assign this EULA, including all its rights hereunder, without restriction.
- Contact Us. If you would like to contact us in connection with your use of the Service, then please refer to the contact information below: by mail at 290 Division Street, Suite 410, San Francisco, CA, and by email at firstname.lastname@example.org.
- Notice Regarding Apple. This Section 18 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that this EULA is between you and Bridge only, not with Apple Inc. (“Apple”), and Apple is not responsible for the App or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Bridge provides a translation of the English language version of this EULA, the translation is provided solely for convenience, and the English version will prevail.
- Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
- No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.