End User License AgreementFor Samsung Flow (Beta)
1.1 App. The App provides a platform that allows your activities to seamlessly transition across applications, devices, and time. Your may transfer an activity between devices in the moment, or defer an activity and resume it later on the same or another device. The App works with existing applications through the Android Share intent, and developers may extend their applications to provide seamless cross-device experiences. 1.2 Grant of License. Subject to the terms and conditions of this Agreement, Samsung hereby grants to you, and you accept, a limited, personal, nonexclusive, nontransferable and revocable license to use the App only as authorized in this Agreement. Your access to the App is licensed, not sold. All references to the App includes all related graphics, user interfaces, scripts and software used to implement and provide access to the App, and any updates, upgrades, enhancements, modifications, revisions or additions to the App made available to end users by Samsung. However, Samsung is under no obligation to provide any updates, upgrades, enhancements, modifications, revisions or additions to the App. 1.3 Restrictions (i) You may not reverse engineer, copy, decompile, disassemble, derive the source code of, modify, adapt, capture, reproduce, publicly display, publicly perform, transfer, sell, license, create derivative works from or based upon, republish, upload, edit, post, transmit, distribute, exploit, circumvent or otherwise translate the App (or encourage or assist any other person to do any of the foregoing) in whole or in part. (ii) You may not use the App for any purpose that is unlawful or prohibited by this Agreement. (iii) You may not interfere or attempt to interfere with the operation or use of the App by others in any way through any means or device, including but not limited to spamming, hacking, uploading computer viruses or time bombs, or any other means. (iv) You may not use any robot, spider, script, or any manual or automated program or other means to extract, download, index, frame, enclose, mine, scrape, reproduce, or circumvent the presentation, operation, or intended use of any feature, function, or part of the App. (v) You may not use the App to make any unsolicited offers, request, advertisements, or spam.
2. Intellectual Property, Licenses
2.1 Ownership. You acknowledge that the App is proprietary to Samsung and its licensors, and protected under applicable copyright, patent, trademark and trade secret laws. You further acknowledge and agree that, as between you and Samsung, Samsung owns and shall continue to own all right, title and interest in and to the App, including associated intellectual property rights under the above referenced applicable laws. This Agreement does not grant you any ownership interest in or to the App, but only a limited license to use that is revocable in accordance with the terms of this Agreement. 2.2 Feedback. You may provide Samsung with information, suggestions and feedback regarding the design, functionalities, and/or performance of the App (“Feedback”) at any time, by submitting your feedback within the App Samsung shall have the unrestricted right, but not obligation, to use such Feedback, including, without limitation, the right to incorporate them in its products, services and business. You agree to assign and hereby does assign all right, title and interest, including all intellectual property rights, in and to any Feedback to Samsung. If you experience any serious failure or malfunction of the App, you shall promptly notify Samsung of such failure or malfunction. 2.3 Right To Modify, Suspend or Discontinue App. Samsung reserves the right to change the App without notice. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, Samsung and its licensors reserve the right to modify, suspend, remove or disable access to the App, or discontinue the App, in whole or in part, at any time without notice for any reason, and in no event shall Samsung be liable for any claims, costs or damages caused by or arising out of such actions. 2.4 Right To Monitor. We may, but have no obligation to, monitor your use of the App, that we determine in our sole discretion violates this Agreement. 2.5 Third Party Materials. The App includes software or other materials developed by third parties. Licensed software we use: Square’s Wire (Apache 2.0 - https://github.com/square/wire/blob/master/LICENSE.txt) Square’s Okio (Apache 2.0 - https://github.com/square/okio/blob/master/LICENSE.txt)
3. Use; Third Party Apps
3.1 Use. Use of the App will require your devices to have access or connection via mobile network or Internet (fees may apply), and may require you to obtain updates or upgrades from time to time. Because use of the App involves hardware, software, and Internet access, your ability to use the App may be affected by the reliability and performance of such system requirements. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. You also acknowledge that the App will not be available in all countries or on all devices, and may be subject to restrictions imposed by your network carrier or Internet provider. 3.2 Third Party Services. The App may include or link to services provided by a third party service provider (“Third Party Services”). Your use of Third Party Services shall be solely between you and the third party, and subject to the applicable terms and conditions from such third party. Samsung hereby disclaims all responsibility and liability for your use of Third Party Services, including but not limited to the reliability or the performance of Third Party Services.
4. Term; Termination
4.1 Term. This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing or otherwise using the App. The App has no predetermined term and may continue until such time as Samsung decides to terminate the App or when this Agreement is terminated consistent with the terms herein. You may terminate this Agreement at any time by ceasing your access of the App. 4.2 Termination by Samsung. If you fail, or Samsung reasonably suspects that you have failed to comply with any of the provisions of this Agreement, without limiting Samsung’s other rights and remedies, all of which are expressly reserved, at its sole discretion and without notice to you, Samsung may immediately discontinue your access to the App and terminate this Agreement.
You will indemnify, release and hold harmless Samsung, its parent, subsidiaries and affiliates, and all officers, directors, agents and employees thereof, and any party acting on Samsung’s behalf, from and against any and all third party claims, actions, liabilities, losses, damages, judgments, costs and expenses, including reasonable attorneys’ fees (collectively, “Claims”) arising out of (i) any use of the App by you or by any person that you allow to use the App that is not in accordance to the terms of this Agreement, (ii) any breach of this Agreement by you or by any person that you allow to use the App or (iii) any violation of any laws, regulations or the rights of any third party by you or by any person that you allow to use the App.
6.1 Disclaimer of Warranties. THE APP IS PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND. SAMSUNG AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OR GUARANTEES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, REGARDING THE APP, AND SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE PREVIOUS DISCLAIMER, SAMSUNG AND ITS LICENSORS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE APP WILL (i) OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE MANNER, (ii) WILL ALWAYS BE AVAILABLE OR FREE FROM ALL HARMFUL COMPONENTS OR ERRORS (iii) WILL BE SECURE OR IMMUNE (INCLUDING THE CONTENT DELIVERED TO YOU OR THE INFORMATION YOU PROVIDED) FROM UNAUTHORIZED ACCESS OR (iv) WILL BE ACCURATE, COMPLETE, OR RELIABLE, THAT THE QUALITY OF THE APP WILL BE SATISFACTORY TO YOU, OR THAT ERRORS WILL BE CORRECTED. 6.2 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SAMSUNG OR ITS LICENSOR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCT LIABILITY, INFRINGEMENT OR ANY OTHER THEORY REGARDLESS OF WHETHER OR NOT SAMSUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS THAT YOU HEREBY WAIVE ANY AND ALL RIGHTS TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS FROM SAMSUNG AND ITS LICENSORS. SAMSUNG SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, BREACH OF SECURITY ASSOCIATED WITH THE APP, OR FOR ANY USER CONTENT, PICTURE OR COMMUNICATIONS YOU ENCOUNTER THROUGH USE OF THE APP, OR OTHERWISE ARISING OUT OF THE USE OF THE APP, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM. IF YOU ARE DISSATISFIED WITH THE APP, TERMINATION OF YOUR USE IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.
8. General Terms
8.1 Choice of Law. This Agreement, including all revisions and amendments thereto, is governed by and construed in accordance with the laws of California, without regard to its conflict or choice of law principles. 8.2 Arbitration. By using the App, you unconditionally consent and agree that: (i) any claim, dispute or controversy (whether in contract, tort, or otherwise) you may have against any Samsung entity, the officers, directors, agents and employees of any Samsung entity (the “Samsung Entity(ies)”) arising out of, relating to, or connected in any way with the App or the determination of the scope or applicability of this clause, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (ii) this clause is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (iii) the arbitration shall be held in San Jose, California; (iv) the arbitrator’s decision shall be controlled by the terms and conditions of this Agreement and any other agreements referenced herein that you have agreed to in connection with the App; (v) the arbitrator shall apply California law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (vi) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Samsung Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and you will not file or participate in a class action against us; (vii) the arbitrator shall not have the power to award punitive damages against you or any Samsung Entity; (viii) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Samsung Entity exceed One Hundred Twenty-Five US Dollars (US$125), and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Samsung agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Samsung will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive; and (ix) with the exception of subsection (vi) above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subsection (vi) above is found to be invalid, unenforceable or illegal, the entirety of this arbitration provision shall be null and void, and neither you nor Samsung shall be entitled to arbitrate the dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com. 8.3 Severability. If any term or provision of this Agreement is held to be void or unenforceable by any judicial or administrative authority, such determination shall not affect the validity of enforceability of the remaining terms and provisions of this Agreement. The remaining provisions of this Agreement shall remain in effect and shall be construed in accordance with its terms. 8.4 Survival. Sections 1.3, 2, 5, 6 and 8 of this Agreement, and any other provision that by its nature should continue to be in effect, shall survive the expiration or earlier termination of this Agreement, and shall remain valid and binding. 8.5 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 8.6 No Waiver. The failure of Samsung to enforce at any time any of the provisions of this Agreement, or the failure by Samsung to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of Samsung to enforce such provision thereafter. The express waiver by Samsung of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.