Terms & Conditions

IMPORTANT: BY ACCESSING AND/OR USING THE ALAIA PLATFORM (THE “PLATFORM”) AND ITS ASSOCIATED APPLICATIONS, YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS:

A. ALAIA TERMS OF SERVICE
B. ALAIA PRIVACY POLICY

TERMS OF SERVICE

PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE PLATFORM ON YOUR OR ANY DEVICE OR DOWNLOADING ANY SOFTWARE ACCOMPANYING THE PLATFORM OR THESE TERMS. BY USING OR ACCESSING THE PLATFORM ON YOUR OR ANY DEVICE OR DOWNLOADING ANY SOFTWARE ACCOMPANYING THE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE OR ACCESS THE PLATFORM ON YOUR OR ANY DEVICE OR DOWNLOAD ANY SOFTWARE ACCOMPANYING THE PLATFORM.

Last Updated: June 15, 2020

This Terms of Service Agreement, is a binding, legal document between Alaia Mind LLC (“ALAIA MIND”), its subsidiaries, parent companies, and affiliates (collectively, “Company,” “We,” “Us”), and you governing the use of our ALAIA website and platform.

  1. GENERAL
    • Company provides its ALAIA platform, application, and services (collectively, the “Services”) to you under the Terms of Service and corresponding Privacy Policy. By accessing, registering for, or using our Services, you agree to the following terms, conditions, policies, guidelines, and amendments listed below (the “Terms” or the “Agreement”) and all applicable laws.
      You are only allowed to use our Platform and Services if you agree to our Terms and corresponding Privacy Policy. If you do not agree to these documents, you must not access or utilize our Platform or use our Services. Company reserves the right to exclude you from the Platform and Services if you (or any of your users) breach these Terms, or for any other reason.
  2. AGE REQUIREMENT
    • By agreeing to this Agreement, you affirm that you are old enough to form a binding, legal contract with Company (usually, this age is 18 years old). Otherwise, if you are younger than the age to form a valid, legal contract with us, you must get your parent or guardian’s permission to use our Services. It is very important that you read these Terms and Privacy Policy with your parent or guardian to understand the rules of conduct that correspond with the Services. IF YOU ARE YOUNGER THAN THE AGE REQUIRED TO FORM A VALID CONTRACT, AND DO NOT READ THESE TERMS AND PRIVACY POLICY WITH YOUR PARENT AND/OR GUARDIAN, OR YOUR PARENT AND/OR GUARDIAN DO NOT AGREE TO THE TERMS AND PRIVACY POLICY, DO NOT USE OR ACCESS THE PLATFORM OR SERVICES ON YOUR OR ANY DEVICE OR DOWNLOAD ANY SOFTWARE ACCOMPANYING THE PLATFORM OR SERVICES.
  3. PRIVACY POLICY
    • In addition to the Terms on this page, we have also incorporated a Privacy Policy to this Agreement. Our Privacy Policy lists general information practices. Our Privacy Policy can be found by clicking here: alaiamind.com/privacy. By agreeing to these Terms, you also expressly accept the terms of our Privacy Policy.
  4. AUTHORIZATION OF USE
    • Subject to these Terms, Company hereby grants you a limited, non-exclusive license to use the Platform and Services for your own private and domestic use only. The company may revoke this license at any time and you cannot transfer or sub-license this license to others. If at any time during your use of the Platform or Services, it is not clear that any aspect of your use of the Platform or Services would be permitted where you live, you agree to cease use immediately. You must also:
      (a) not use the Platform or Services for any illegal or unauthorized purpose;
      (b) not violate or infringe the rights of any third party,
      (c) indemnify and hold harmless Company, Academica Corporation, and their respective agents, directors, officers, employees, contractors, contracted schools and charter management organizations, and partners (to the fullest extent allowable by law) for all claims relating to your use of the Platform or Services,
      (d) not use the Platform or Services on any device (such as computers, smartphones, or tablets) that you do not own or exclusively control.
    • You agree to use the Platform and the Services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you access or use the Platform or Services.
      You acknowledge and agree that you are expressly prohibited from using, accessing, generating or otherwise encountering content that may be deemed offensive, indecent, or objectionable, or which may or may not be identified as having explicit language. You understand that by using the Platform and any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Platform and Services at your sole risk and that Company, its affiliates, agents, principals, or licensors shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.
  5. INTELLECTUAL PROPERTY
    • You are receiving a limited license to use the Platform and Services as described in these Terms. You acknowledge that Company owns or is a licensee to all intellectual and other property rights regarding the technology underlying the Platform and Services and reserves those rights. As part of this license, you agree that you will respect the intellectual property and other rights of the Company. This means that you agree not to:
      (a) modify, reverse engineer (or permit others to reverse engineer), decompile, or disassemble the Services;
      (b) transfer the Platform or Services to third parties or rent, lend, publicly perform, present, broadcast or distribute the Platform or Services to others;
      (c) copy any user manuals, help features, or other documentation related to the Platform or Services;
      (d) make derivative works of the Platform or Services.
      (e) use Company’s trademarks, trade names, logos, or other brand features or any copyrighted material associated with Company without Company’s consent.
  6. TERM
    • Once you have activated the Platform and Services, your access to the Platform and Services shall continue unless it is terminated/canceled by you or by Company as described in this Section or as otherwise noted in these Terms. In the event of such termination/cancellation, your right to use the Platform and Services will stop immediately. We may retain such user content for the limited purposes of compliance with the Company’s backup protocols or to meet legal obligations.
    • You may cancel your account at any time using the cancellation methods provided by Company or by addressing cancellation requests to help@alaiamind.com. Company has the right, at its sole discretion and without cause or notice to you, to cancel your account, terminate these Terms, or otherwise suspend or block your access to the Platform or Services. Furthermore, Company shall also have the right to cancel your account if you fail to abide by the Terms or otherwise violate any policy of the Platform or Services.
  7. USE OF PLATFORMS AND SERVICES AND ACCEPTABLE USE POLICIES
    • The ALAIA Platform and Services provide users with an application and platform that enables users to access content to improve users’ mindfulness and mental and emotional wellbeing. ALAIA also includes the Mobicip Suite companion app that will provide mobile device management resources for users. To be able to access the Platform and Services, you must register, follow ALAIA’s account registration procedures, and agree to these Terms. You agree that all of the information you provide for your account will be correct, complete, and accurate at all times. Use of the Platform and Services requires a unique username and password combination.
    • You will be provided a User ID and password or set of passwords to access the Platform and Services. Your User ID is also required to access apps through the Platform and Services in addition to certain features of the Platform and Services. You agree to keep your User ID and password(s) confidential. If you become aware of any unauthorized use of your password(s), you agree to notify Company immediately.
    • Using or accessing the Platform or Services in some circumstances can distract you and may cause a dangerous situation (for example, avoid using the Platform or Services while driving a car or using headphones while riding a bicycle). By using or accessing the Platform or Services, you agree that you are responsible for observing rules that prohibit or restrict the use of mobile phones or headphones.
    • You acknowledge that connectivity services (internet, ethernet, Wi-Fi or cellular data connection) may be required to access or use the Platform and Services. You acknowledge that the Platform and Services and many features and apps transmit data and could impact charges to your data plan and that you are responsible for any such charges.
    • All of your activity and any information that you access or transmit from your devices (on which the platform is installed) to the Platform and Services shall be monitored and stored by Company. Company will collect this information, but the users solely own the information and are solely responsible for any user information or other content that is transmitted to the Platform or Services. You, on your own behalf and on behalf of your users, grant us an irrevocable, royalty-free, worldwide, and non-exclusive license to store this information and content on our servers to perform the Services or otherwise in accordance with these Terms. Company agrees to keep your content confidential and protect your content from unauthorized disclosure, except when doing so is required by law.
    • As part of your use of the Platform and Services, you may engage in activities in which you interact and communicate with other users. “User Activities” refer to all information, data, text, software, music, sound, photographs, graphics, video, audio, messages, tags, or other materials—whether publicly posted or privately transmitted on the Services or on a third party platform, resource, or application linked to the Platform or Services. When engaging in User Activities, we require that you adhere to generally accepted rules of etiquette and standards of behavior. By using the Platform or Services, you agree that your User Activities will not involve anything that is, or could appear to be:
    • · Threatening, bullying, harmful, stalking another user, harassing, hateful;
      · Racially, ethnically, or otherwise objectionable;
      · Offensive language;
      · Untrue, misleading, libelous, invasive to another person’s privacy or protected data;
      · Pornographic, sexually explicit, unlawful or plagiarized;
      · Infringing or allegedly infringing on a third party’s intellectual property rights, including patent, trade secret, copyright, trademark, right of publicity or other proprietary rights;
      · Anything that you do not have the legal right to transmit;
      · Anything that you are legally bound not to disclose under contractual or fiduciary relationships including, but not limited to, inside information or proprietary and confidential business information;
      · Unsolicited, undisclosed, or unauthorized advertising; · Software viruses or any other malicious computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunication equipment;
      · Data or information obtained by the unauthorized access of another’s computer or account with which such a posting or submission would constitute unauthorized use; or
      · Any other post or submission that violates applicable local, state, national or international law, regulation or statute.
    • Company takes conduct and use violations very seriously. If you use the Platform or Services in a prohibited way listed above, or if you use the Platform or Services in a way that Company deems to be unacceptable, it will result in immediate account suspension or cancellation and the possibility that Company will pursue criminal charges or civil remedies without providing advance notice.[RK1]
  8. THIRD PARTY ACKNOWLEDGEMENTS
    • Portions of the Platform or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the electronic documentation for each third party software or service, and your use of such material is governed by their respective terms. Use of the Platform and Services may require you to access certain third party software applications, services or websites (“Third Party Apps”). You expressly consent to and authorize the Platform and Services to access and use these Third Party Apps on your behalf to the extent necessary. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Company, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
    • You agree not to upload, post, e-mail, transmit, share or otherwise make available any material that is offensive, inappropriate or for any unlawful or illegal activity. You further agree not to interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform or Services or any Third Party Apps or violate the regulations, policies or procedures of such networks or Third Party Apps. To the extent that the Platform or Services accesses any Third Party Apps, Company and ALAIA have no express or implied obligation to provide any technical or other support for such Third Party Apps. Please contact the appropriate software vendor, manufacturer or service provider directly for technical support and customer service related to its software, service, website, and/or products. YOU AGREE YOU SHALL BE BOUND BY, AND AGREE TO COMPLY WITH, ALL APPLICABLE TERMS OF SERVICE OR OTHER AGREEMENTS FOR SUCH THIRD PARTY APPS WHEN USING THE PLATFORM OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL USE COMPLIES WITH THE APPLICABLE TERMS FOR EACH THIRD PARTY APP USED. COMPANY DOES NOT GUARANTEE IN ANY WAY THAT THE PLATFORM OR SERVICES COMPLY WITH THE TERMS FOR ANY THIRD PARTY APPS AND COMPANY IS NOT RESPONSIBLE FOR ANY THIRD PARTY APPS.
    • Any User Activities are the sole responsibility of the user who engaged in them. Your access to the Platform and Services and User Activities are AT YOUR OWN RISK. Company cannot be held responsible for any damage resulting from errors or omissions in User Activities or any damage that is suffered as a result. We are not responsible for controlling or supervising User Activities or other user content unless required by applicable law. However, Company does reserve the right to remove any user content if it violates the law or any third-party rights or otherwise violates these Terms.
  9. PROVISION OF SERVICES
    • Company will work reasonably to keep the Services and Platform available to you at all times. However, the Platform and Services may be subject to limitations, delays, and other problems resulting from the use of the Internet and electronic communications. Company may also engage in maintenance from time to time that may result from limitations in the Services. Support and capacity issues may also result in the Platform and Services being temporarily limited or delayed. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE TO USERS RESULTING FROM ANY OF THE OCCURRENCES OUTLINED IN THIS SECTION.
    • As you and your users access the Platform and Services, you will encounter links to third party websites. You understand that Company has no control over third party sites. Company makes no representation nor accepts any responsibility over such sites. Company makes no representation that such Platform and Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Platform and Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. Company may also impose limits on the use of or access to the Platform and Services, in any case, and without notice or liability.
    • You authorize us to also collect general statistical information about the use of the Platform and Services for the purpose of allowing us to improve our platform. Our Services and the servers that make the Company platform and website available may not be located in the country where you live and are governed by U.S. Law. By using the Services, you agree to the transfer, collection, processing and use of data by Company.
  10. LIMITATION OF LIABILITY
    • YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE ALAIA PLATFORM AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE ALAIA PLATFORM IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALAIA PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with our Services is to request that your user profiles be deleted and to stop using the Services.
    • TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY, OR ITS RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, CONTRACTORS, CONTRACTED SCHOOLS OR CHARTER MANAGEMENT ORGANIZATIONS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY PERSONAL INJURY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL INCLUDING, WITHOUT LIMITATION, DAMAGES FOR CORRUPTION OR LOSS OF USE, DATA, BUSINESS, OR PROFITS, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS) DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE PLATFORM OR SERVICES OR ANY THIRD PARTY APP OR THIRD PARTY SERVICE IN CONJUNCTION WITH THE PLATFORM OR SERVICES, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER COMPANY HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  11. WARRANTY DISCLAIMER
    • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA. YOU AGREE THAT YOUR USE OF COMPANY’S SERVICES IS AT YOUR SOLE RISK AND NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN AUTHORIZED REPRESENTATIVE OF COMPANY WILL CREATE A WARRANTY.
    • COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ALAIA PLATFORM AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE ALAIA PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ALAIA PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE ALAIA PLATFORM OR SERVICES WILL BE CORRECTED, OR THAT THE ALAIA PLATFORM WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES. Some states and/or jurisdictions do not allow the exclusion of implied warranties or for liability limitations to be placed on certain types of damages (including incidental or consequential damages). Nothing in this Agreement is intended to exclude or limit any condition, warranty, right or liability that may not be lawfully excluded or limited.
  12. NOTICE OF CHANGES
    • You agree that Company may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Company’s website.
  13. INDEMNIFICATION
    • You agree to indemnify Company and agents, directors, officers, employees, contractors, and partners against any loss, liability or cost arising out of your breach of any of these Terms or of any applicable laws, rules or regulations or any third party rights in connection with your use of the Services.
  14. MISCELLANEOUS
    • You agree that, except as otherwise expressly provided in these Terms, there will not be third party beneficiaries to the Terms. You acknowledge and agree that no joint venture, partnership, employment, or agency relationship is intended or created between you and Company by these Terms.
      The Terms of Service and Privacy Policy (including any policies, guidelines or amendments that may be presented to your from time to time) constitute the entire agreement between you and Company and govern your use of the Services, superseding any prior agreements between you and Company for the use of the Services. You also may be subject to additional terms and conditions, rules, regulations, and applicable laws that may apply when you use or purchase certain other updates. The provisions limiting Company’s liability will survive the expiration or termination of this Agreement.
    • The Terms and the relationship between you and Company are governed by the laws of the State of Florida (excluding its choice of law rules). You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within Miami-Dade County, Florida. In any such action, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees.
      Company may assign or transfer (whether by merger, reorganization, consolidation, Intellectual Property or otherwise) these Terms or any obligation incurred under these Terms. Company may assign these Terms without your consent to a subsidiary or affiliated company that currently exists or that may be created in the future. These Terms will be binding upon and inure to the benefit of the parties and their respective successors.
    • If any provision of these Terms is illegal or unenforceable, that provision is severed from these Terms and the other provisions remain in force. If Company does not enforce any right or provision in these Terms, it does not create a waiver of these rights of provisions unless they are acknowledged or agreed by Company in writing.
    • You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  15. NOTICES FROM COMPANY
    • If you have any questions regarding Company, these Terms of Service, our Privacy Policy, or any other additional information, please email us at help@alaiamind.com. If Company needs to contact you about your account or use of the Services, you consent to receive the notices by email. You agree that any such notices that we send you electronically will satisfy any legal communication requirements.

Mobicip Terms & Conditions

Mobicip, LLC ("Mobicip," "we," or "our"), a California Limited Liability Company, provides the Mobicip content filtering software and service (the "Service") for you, the person or entity signing up for the Service (referred to as the "Client", "You", and "Your"), subject to the terms and conditions in these Mobicip Terms of Service and License Agreement (this "Agreement"), inclusive of Mobicip's Privacy Policy posted on its website: www.mobicip.com ("Website"). Mobicip strongly encourages you to read not only this Agreement, but the terms of any other information referenced herein.

BY USING THE WEBSITE, COMPLETING THE ELECTRONIC SIGN UP PROCESS, CONTINUING TO USE THE SERVICE, AND/OR CLICKING THE "ACCEPT" BUTTON, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW, REGARDLESS OF WHETHER YOU ARE A VISITOR (WHICH MEANS THAT YOU SIMPLY BROWSE THE WEBSITE) OR YOU ARE A REGISTERED MEMBER (WHICH MEANS THAT YOU HAVE SIGNED UP FOR THE SERVICE).

  1. Mobicip Services
    • Through the Service, Mobicip shall provide the registered user with secure access to the Internet via an encrypted tunnel terminating at Mobicip's secure gateway location(s), regardless of the Client's internet service provider's network infrastructure (wireless or wired).
    • Mobicip makes the Service available under a number of different subscription plans. Please confirm that the plan for which You are registering meets Your needs by reviewing our Website or by emailing Sales [at] Mobicip.com.
  2. Disclaimer for Mobicip Service
    • The information in this Agreement refers to the Service offering by Mobicip.
    • Mobicip endeavors to ensure that the Service is without bugs, but does not accept liability for any error or omission.
    • The development of Mobicip products and services is continuous and published information may not be up-to-date.
    • Specifications and statements relating to the Service performance are Mobicip estimates intended for general guidance. They may require adjustment in particular circumstances and are, therefore, not formal offers or undertakings.
    • Client acknowledges that the Service offered may contain bugs, errors and other problems that could cause failures on Client's operating system and other software on such operating system. Furthermore, Client acknowledges that the Service is not and cannot be 100% accurate and that any failures of the filtering service may result in unintended and incidental harm and/or exposure of inappropriate sites to children and Mobicip is not responsible for any harm or exposure as a result of this failure and/or any harm or exposure that may arise from a third party site accessed as a result of this failure. Consequently, THE SERVICE IS PROVIDED TO CLIENT "AS IS" AND "AS PROVIDED", AND MOBICIP DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO CLIENT OF ANY KIND.
    • CLIENT ACKNOWLEDGES THAT MOBICIP MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF ANY KIND FOR THE SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO AVAILABILITY OF THE WEBSITE OR SERVICES, COMPLETENESS, ACCURACY OR TIMELINESS OF INFORMATION, NON-INFRINGEMENT, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AND SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. IN NO EVENT WILL MOBICIP BE LIABLE TO CLIENT FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF MOBICIP OR ANY COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE AND/OR FOR ANY CLAIM BY ANY OTHER PARTY. CLIENT BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING SOFTWARE) THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, IPHONE, IPOD, IPAD, NETBOOK, PC, HANDHELD OR OTHER DEVICE CAPABLE OF USING THE SERVICE (COLLECTIVELY "DEVICES") AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOBICIP OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN SUCH STATES, THE EXCLUSIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
  3. Registration and Subscription
    • To use the Service, You must submit a complete registration form on the Website and/or via your Device's application (the "Registration Form"). As part of the registration process for the Service, You agree to: (a) provide certain limited information about You as prompted to do so by the Service (such information to be current, complete and accurate) and (b) maintain and update this information as required to keep it current, complete and accurate. The information requested on original signup shall be referred to as registration data ("Registration Data"). If Mobicip discovers that any of Your Registration Data is inaccurate, incomplete or not current, Mobicip may terminate Your right to access and receive the Service immediately upon notice. You may not register for this Service if You are under 18 years of age. By registering for this Service You represent to Mobicip, that You are 18 years of age or older. Upon acceptance of this agreement and completion of the registration process You will have opened an account with Mobicip and will become a subscriber to the Service.
    • Mobicip shall have the right to refuse any Client and/or do business with any person or entity without liability and without explanation.
    • As part of the registration process, You will create Your user name and You will choose Your passwords for access to Your account. You agree to carefully safeguard all of Your passwords. You are solely responsible if You do not maintain the confidentiality of passwords and account information. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify Mobicip of any unauthorized use of Your account or any other breach of security known to You, including if You believe that Your password or account information has been stolen or otherwise compromised.
    • The "Subscription Term" for free and paid subscriptions begins on the date that you activate the software and ends on the date corresponding to the number of subscription months that you have purchased, based on the type of subscription selected. You must renew your subscription to continue receiving subscription services. Renewals may require additional or different license terms.
  4. Consent to Electronic Communication
    • By registering with Mobicip, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Mobicip's products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
  5. Payment
    • The fee for your subscription is posted on the Website. Your subscription will continue and renew automatically unless terminated by Mobicip or until You notify Mobicip of Your decision to change Your subscription renewal. For cancellation requests, please send us an e-mail to Support [at] Mobicip.com.
    • "In-App Purchases" are purchased from and billed directly by Apple and are subject to the terms and conditions as defined by Apple for In-App Purchases. All billing and refund enquiries for such purchases should be directed to Apple iTunes. Mobicip.com does not have access to Apple iTunes accounts or transactions. If you wish to confirm the type of subscription purchased from Apple, please consult your Apple iTunes account or receipt as each subscription will have a unique billing name. The In-App Purchase of Mobicip's upgrade is a subscription valid for one year and will be re-billed automatically every year by Apple iTunes until cancelled by the user. Apple iTunes will send an email well in advance of the renewal with a hyperlink to manage the subscription. In-App Purchase subscriptions can be managed from a mobile device or computer using the same Apple ID as the original purchase.
    • For each subscription purchased, we grant you a non-exclusive, non-transferable and non-assignable right to install and use the Mobicip software during your Subscription Term on a Device that you own or control. If you cancel or do not renew a paid subscription, then you agree to delete all copies of the software in their entirety from your device upon the expiration of your Subscription Term.
    • Mobicip may change the fees and charges then in effect, or add new fees or charges, without notice. If there are any annual, monthly or similar periodic fees for Your subscription, these fees will be billed automatically to the credit card designated during the registration process for Mobicip.com, a credit card subsequently designated to Mobicip at the start of the subscription period and at the start of each renewal period, or invoiced to You, unless You terminate Your subscription before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with Your subscription for Mobicip.com services (including any applicable taxes) at the rates in effect when the charges were incurred. You also are responsible for any fees or charges incurred to access Mobicip.com through an Internet service provider or other third party service. All fees and charges are nonrefundable.
    • Payment for services is due by credit card, and all credit card payments are subject to this Agreement pertaining to payment for use of the Services. Mobicip must receive payment prior to providing any Service. In the event that you cancel your credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize Mobicip, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and we may terminate this Agreement and Service with You. In the event that you provide us with a debit card number instead of a credit card number, you authorize us to make all charges described in this Agreement to your debit card account. Clients with accounts in default agree to pay Mobicip reasonable expenses, including attorney fees and costs for collection by third-party agencies, incurred by Mobicip.
  6. Client Conduct
    • Your right to use the Service is personal to You. You may be either an individual, a corporation, a business entity, an educational institution, a government entity and/or government agency, but You agree not to resell the use of the Service, any downloadable software or other materials or any information obtained by You without the express written consent of Mobicip.
    • You are solely responsible for the content of Your transmissions through the Service, inclusive of any transmissions made via Your agent and/or any third party that uses Your Device, with or without Your knowledge. Mobicip does, however, reserve the right to take any action with respect to the Service that Mobicip deems necessary or appropriate in Mobicip's sole discretion if Mobicip believes You or Your transmissions or use of the Service may create liability for Mobicip. Your use of the Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (a) to comply with all United States laws, rules and other regulations applicable in connection with the Service; (b) not to use the Service for illegal purposes; (c) not to interfere or disrupt networks connected to the Service; (d) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (e) not to transmit through the Service, through feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You will not attempt to gain unauthorized access to other computer systems and You will not interfere with another user's use and enjoyment of the Service.
  7. License Grant and Proprietary Rights
    • In accordance with Your authorized use of the Service, Mobicip grants You a limited license to use the software solely in connection with the Service offered by Mobicip. The Mobicip software is licensed not sold. You acknowledge that the software downloaded in connection with the Service is proprietary to Mobicip and may be protected by copyrights, trademarks, product marks, patents or other proprietary rights and laws; therefore, You are only permitted to use this software as expressly authorized by the Service and this Agreement. You further acknowledge that title and full ownership rights to the software will remain the exclusive property of Mobicip and/or its suppliers, and you will not acquire any rights to the software, except as expressly set forth in this Agreement. You may not copy, reproduce, distribute or create derivative works of Mobicip's software without expressly being authorized to do so in writing by Mobicip. Further, You may not reverse engineer, decompile, alter, modify, disassemble or otherwise attempt to derive source code from the software. All rights not expressly granted in these Terms are reserved to Mobicip.
    • The limited license granted to You for the software is limited to a non-exclusive, non-transferable, and non-assignable license to use the software on any Device that You own or control and as permitted by the Usage Rules as defined and set forth in the applicable App Store agreement (see http://www.apple.com/legal/itunes/ww/).
    • Mobicip and other names, logos, icons and marks identifying Mobicip's products and services are trademarks of Mobicip and may not be used without the prior written permission of Mobicip. All other product names mentioned are used for identification purposes only and may be trademarks of their respective holders.
  8. Termination
    • Mobicip may terminate this Agreement and the Service at any time for any and/or no reason, including, but not limited to, your breach of this Agreement. With the exception of the Client's failure to make any payments owed thereunder or to adhere to the terms and conditions of this Agreement, Mobicip agrees to reimburse the Client a pro-rata amount for the period of service paid for by Client but not used within thirty (30) days of termination, or by canceling any of the credit card transaction(s), and Mobicip shall have no further obligations to Client.
    • Client may not terminate this Agreement without consent from Mobicip. If Client terminates the Service without consent, any and all payments made by Client prior to termination shall be forfeited to Mobicip.
    • Upon expiration or termination for any reason, You are no longer authorized to use any part of the Service. When this Agreement is terminated and/or Your Account is canceled, You will no longer have access to data and other material You have stored on the Website, if any, and that material may be deleted by Mobicip.
  9. Maintenance and Updates
    • You understand that Mobicip may update the Service at any time, but is under no obligation to inform You of and/or furnish to You any such updates. This Agreement does not grant You any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Service or supporting documentation. To the extent that Mobicip supplies any updates to You, such updates will be deemed to be subject to the terms of this Agreement unless Mobicip indicates otherwise. Mobicip reserves the right to charge fees for any future versions of, or updates to, this Service.
  10. Indemnity
    • You agree that You ("Indemnifying Party") will defend, indemnify and hold harmless Mobicip, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates ("Indemnified Party") from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys' fees) related to or arising out of your use of the Services and/or this Agreement, including without limitation claims made by third parties related to: (a) any false advertising by You; (b) liability for information, materials, products or services provided under this Agreement by You; (c) action or allegation of infringement, misappropriation, misrepresentation or violation of the rights of any third party, including, without limitation, intellectual property rights by You and/or based on information, data, files or other content submitted by You; (d) disruption or malfunction of the Services by You; (e) a violation of any applicable law by You; (f) any fraud or manipulation by You; and/or other breaches of this Agreement by You. The Indemnifying Party further agrees to: (i) take all steps reasonably necessary to substitute the Indemnified Parties as the real party in interest and effectuate a dismissal of any Indemnified Parties that are named as parties in any third party claim, with the Indemnifying Party retaining the sole right and discretion to select counsel to conduct its defense; (ii) pay all reasonable attorneys' fees, costs, and expenses associated with the Indemnified Parties' defense unless and until they are substituted out, with the Indemnified Parties having the sole right and discretion to select counsel to conduct their defense; and (iii) assume full and sole responsibility and liability for any damages, costs, fees, settlements and/or judgments entered on any third party claim, with Indemnifying Party retaining the sole right and discretion to enter into any settlement of any third party claim. The Indemnified Parties assume no responsibility or liability for any damages, expenses, fees, or costs related to the defense of any third party claim.
  11. Limitation of Liability
    • MOBICIP SHALL NOT BE LIABLE FOR ANY LOST PROFITS, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH ANY ACTION OR OMISSION IN CONNECTION WITH THIS AGREEMENT OR WITH RESPECT TO ANY OTHER SERVICES OFFERED BY MOBICIP OR OUT OF ANY BREACH OF ANY WARRANTY, AND CLIENT WAIVES ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF MOBICIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE WITHOUT LIMITING THE FOREGOING.
    • IN NO EVENT SHALL LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS ($100).
    • MOBICIP SHALL NOT BE RESPONSIBLE FOR ANY ALTERATIONS, MODIFICATIONS, DELETIONS AND THE LIKE TO THE WEBSITE.
    • MOBICIP DOES NOT REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR, BUG OR VIRUS FREE AND MOBICIP SHALL NOT BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES, ACCESS DELAYS, AND/OR ANY INTERRUPTION AND OR DELIVERY, NON-DELIVERY, MIS-DELIVERY, CORRUPTION, VIRUS, DESTRUCTION, OR EVENTS BEYOND REASONABLE CONTROL OF ANY OF THE SERVICES OFFERED.
    • SOME STATES MAY NOT ALLOW SUCH A BROAD EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
  12. Confidentiality
    • In connection with the Agreement, You may receive or have access to commercially and/or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of Mobicip. Confidential Information includes all information, whether oral or written, relating to the Mobicip that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning Mobicip's vendors, and Mobicip's contemplated plans, strategies and prospects. You acknowledge and agree that any Confidential Information received or obtained from Mobicip will be the sole and exclusive property of Mobicip and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.
  13. Relationship of the Parties
    • The relationship of the parties in connection with this Agreement is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended.
  14. Taxes
    • Client shall be responsible for payment of any value added tax (V.A.T.), federal, state, or local tax or any other tax imposed by any governmental entity with taxing authority over the Services provided under this Agreement. Mobicip shall charge all taxes or notify Client of any taxes owed in connection with the Services, and Client shall promptly pay such taxes.
  15. Force Majeure
    • Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within ten (10) business days of such event or occurrence.
  16. Governing Law
    • This Agreement shall be governed by the laws of the State of California without giving effect to principles of conflict of laws, thereunder, as if the Agreement was a contract wholly entered into and wholly performed within the State of California. Any action to enforce this Agreement or any matter relating to your use of the Services provided in this Agreement shall be brought exclusively in the Superior Court in Ventura County, California, or if there is no jurisdiction in such court, then in the United States District Court for the Central District of California.
  17. Miscellaneous
    • Assignment. You may not assign this agreement without Mobicip's written consent. Any attempt to assign this Agreement without such consent will be null and void and may result in this agreement being void, at Mobicip's discretion.
    • Independent Counsel. You acknowledge and represent that You have procured and been advised as to all aspects of this Agreement by independent counsel of Your own choice. You are satisfied that You are entering into this Agreement freely and without any improper persuasion or influence by any third party. Therefore, You agree that this Agreement shall not be construed in favor or against either party.
    • Modifications. Mobicip may amend this Agreement at any time by (i) posting a revised Terms of Service document on the Website and/or (ii) sending information regarding the amendment to the email address You provide to Mobicip in your account. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use the Service and/or Your membership account after such amended terms have been posted and/or information regarding such amendment has been sent to You. You may not amend this Agreement except via a writing signed by both parties. Further, Mobicip reserves the right to modify or discontinue the Service with or without notice to You. Mobicip shall not be liable to You or any third party should Mobicip exercise its right to modify or discontinue the Service.
    • Notice. You agree that any notices required to be given under this Agreement by Mobicip to You will be deemed to have been given if delivered (or attempted in the event the contact information is invalid) to any of the contact information you have provided in your account.
    • Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect
    • Successor. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
    • Waiver. The failure to insist upon or enforce strict performance of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of the right to enforce any such provision or right in any other instance.
    • Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties as to the subject matter of this Agreement.
  18. Apple Provisions
    • Acknowledgement. You acknowledge that this Agreement is concluded between You and Mobicip only, and not with Apple, and that Mobicip, not Apple, is solely responsible for the Service and the content thereof.
    • Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.
    • Warranty. In the event of any failure of the Service to conform to any applicable warranty, if any, You may notify Apple, and Apple will refund the purchase price paid for the Service purchased through the App Store via your iPhone, iPod and/or iPad. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Mobicip's sole responsibility.
    • Product Claims. You acknowledge that Mobicip, not Apple, is responsible for addressing any of Your claims relating to the Service or Your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. However, Mobicip's liability is limited to the extent expressed in Section 10 and any other applicable section within this Agreement and/or as otherwise permitted by applicable law
    • Intellectual Property Rights. You acknowledge that, in the event of any third party claim that the Service or Your possession and use of the Service infringes the third party's intellectual property rights, Mobicip, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
    • Legal Compliance. You 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.
    • Third Party Beneficiary. You acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and that, upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against You as a third party beneficiary thereof.
  19. Acceptance
    • By clicking on the "Accept" button and/or by continuing to use the Service, you agree that you have read and understand the above statements, consent to all terms and conditions within the Agreement and that you accept fully all risks and problems that you may encounter when using the Service.
  20. Patents
    • Versions of the Mobicip Software may incorporate claims protected under United States Patents 7945238B2, 8634802B1, 7899438B2, US13/786966, 7881697B2, 8995952B1, 8078140B2, 8634803B1, 8285249B2, 8706079B1, 8929857B2, 8725109B1, 8712371B2, 8634801B1, 8918080B2, 8774755B1, 8774754B1, 8644796B1, 8600348B1, 8731517B1, 8588735B1, 9137386B1, 8755768B1, 9125057B2, 8611885B1, 20140372286A1, 9237433B1, 10313532B2, 10285025B1, 20140370847A1, 8639216B1, 9137389B2, 8667559B1, 10057300B2, 8594619B1, 20150271664A1, 8630612B1, 10009480B2.