THIS IS A LEGAL AGREEMENT BETWEEN THE END USER ("YOU") AND CAHOOTS, INC. ("CAHOOTS").
YOU MUST READ THE TERMS AND CONDITIONS BELOW ("AGREEMENT") BEFORE USING YOUR ACCOUNT WITH CAHOOTS FOR ONLINE SERVICES (THE "SERVICE") OR USING ANY SOFTWARE, DOCUMENTATION, OR RELATED MATERIALS (THE "SOFTWARE") PROVIDED TO YOU BY CAHOOTS (BY ELECTRONIC TRANSMISSION OR OTHERWISE) IN CONNECTION WITH THE SERVICE. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SERVICE. BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU REPRESENT THAT YOU ARE 13 YEARS OF AGE OR OLDER AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT CLICK ON THE "I AGREE" BUTTON AND YOUR ACCOUNT WILL NOT BE ACTIVATED.
Service
The Service is an online service enabling a wide range of communications over the Internet and World Wide Web. The Software enables end-users to access the Service.
License to Software
The Software necessary to access the Service is owned by Cahoots and/or its suppliers or licensors (including without limitation Lipstream Networks, Inc. and Qualcomm, Inc.) and is protected by United States copyright laws and international treaty provisions. Therefore, you may not use, copy, create derivatives or distribute the Software without authorization. In connection with your use of the Service you may (a) make one machine readable copy of the Software solely for backup or archival purposes, or (b) transfer the Software, in machine readable form, to a single electronic storage device, provided you keep the copy solely for backup or archival purposes and you reproduce all proprietary notices on the copy. You may only use the Software to access the Service, and may not use the Software to access any other online service or network not provided by Cahoots. You may not remove any proprietary notices, labels, or marks on the Software and the accompanying printed materials and documentation. All rights not expressly granted are reserved by Cahoots or its suppliers or licensors.
License Limitations
You may not rent, lease, or loan the Software. You may not reverse engineer, decompile, or disassemble the Software, or use any method to reveal any aspects of the software not visible in its ordinary operation. You may not modify, or create derivative works based upon, the Software. You agree that you will not take any action to bypass, defeat or disable any functionality of the Software or Service, including, without limitation, any action that alters, blocks or disables any advertisement, banner or other promotional material that is provided through the Service.
Assignment and Resale
You may not transfer, sub-license, assign or resell the Software or Service to any other party. You may not assign this agreement or any of its rights or obligations without the prior written consent of Cahoots, and any such attempted assignment will be void. Subject to the above, this agreement will be binding upon the parties' respective successors and permitted assigns.
U.S. Government-Restricted Rights
The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Export Restrictions
You may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Registration Information
You must provide Cahoots with accurate, complete, and updated information required by the registration to the Service ("Registration Data"). For more details on Cahoots's information practices, you may consult Cahoots's Privacy Policy which can be viewed at www.cahoots.com.
Use of Your Account
You are solely responsible for all use of your account, for the security of your login identification and password and for any information you disseminate through use of the Service or through other Internet services. You may not transfer or permit any other person to use your account for the Service. You may not use more than one login session at a time, even if you maintain more than one account for the Service.
Cahoots Acceptable Use Policy
By accepting this Agreement, you also agree to abide by the Cahoots Acceptable Use Policy ("AUP") governing use of the Service. The AUP can be viewed at www.cahoots.com and is subject to modification upon posting to that site. Cahoots may terminate this Agreement and your ability to use the Service if it has reason to believe you have not abided by the AUP.
Third Party Fees and Charges
Using your account may enable you to purchase goods or incur other charges to third parties. You are responsible for all activities and charges resulting from use of your account. You are also responsible for all charges associated with connecting to the Service. You are further responsible for obtaining or providing all telephone, computer (including modem), or other equipment necessary to access the Service.
Third Party Services, Software and Sites
Cahoots does not endorse, sponsor, approve of or condone the activities of any user of Cahoots including third-party moderators. Cahoots is not a party to any commercial transaction conducted between you and any third party through the Service and CAHOOTS DOES NOT PROVIDE ANY WARRANTIES FOR ANY INFORMATION, PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY THROUGH OR IN CONNECTION WITH THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Cahoots will not monitor any commercial transaction between you and any third party and bears no responsibility for the products, services or actions of the third party. You agree to hold Cahoots harmless in any dispute arising from a transaction between you and a third party conducted through the Service. You also agree that any transaction between you and any third party conducted through the Service may be subject to additional terms and conditions and failure to abide by those additional terms and conditions may result in the termination of your Account.
Content
The Service contains or may provide access to voice, text, graphics, audio, messages and other content provided by third parties, including other users. Cahoots takes no responsibility for such content. You agree that Cahoots is not obligated to control the content of information passing through its network. However, Cahoots reserves the right to block access to or remove any materials accessible through or transmitted through the Service that Cahoots believes in its sole discretion to be inappropriate, illegal or potentially harmful to others or that may expose Cahoots to liability.
With respect to content you elect to post or transmit through the Service, you grant Cahoots the world-wide, royalty free and non-exclusive license to reproduce, modify, adapt and publish such content on the Service.
Minors
Children under 13 years of age are prohibited from using the Service. Parents are cautioned that INFORMATION AVAILABLE ON THE INTERNET THROUGH ANY INTERNET ACCESS SERVICE MAY INCLUDE MATERIALS THAT ARE SEXUALLY EXPLICIT OR OTHERWISE OFFENSIVE OR OF AN ADULT NATURE.
DISCLAIMER OF WARRANTIES
THE SOFTWARE AND THE SERVICE ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND. YOU ACKNOWLEDGE THAT USE OF THE SERVICE AND SOFTWARE IS AT YOUR SOLE RISK AND YOU AGREE THAT ANY INFORMATION, SERVICE OR PRODUCT ACCESSIBLE THROUGH THE SERVICE IS WITHOUT WARRANTIES OF ANY KIND BY CAHOOTS, OR ITS SUPPLIERS OR LICENSORS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IN THOSE STATES, CAHOOTS' LIABILITY IS LIMITED TO THE FULLEST EXTENT ALLOWED BY LAW. NEITHER CAHOOTS NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO CAHOOTS' OR YOUR FACILITIES, EQUIPMENT, OR TRANSMISSION FACILITIES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, WHETHER THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, AND REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF CAHOOTS'S OR ITS SERVICE PROVIDERS' NEGLIGENCE.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL CAHOOTS OR ITS SUPPLIERS, LICENSORS AND AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICE. CAHOOTS ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES WHATSOEVER SUFFERED BY YOU FROM LOSS OF DATA DUE TO DELAYS, NONDELIVERIES, ERRORS, MISDELIVERIES OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF CAHOOTS, ITS SUPPLIERS, LICENSORS AND SUBCONTRACTORS, OR BY YOUR OR ANY OTHER USER'S OWN ERRORS AND/OR OMISSIONS. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT CAHOOTS IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES AVAILABLE FROM CAHOOTS. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT. IN JURISDICTIONS WHICH RESTRICT LIMITATION OF LIABILITY PROVISIONS, CAHOOTS'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Termination
This Agreement remains in effect until terminated. You may terminate this Agreement at any time, for any reason, by closing your account for the Service. Cahoots may similarly suspend or terminate your account for the Service at any time for any reason, including but not limited to failure to comply with the terms of this Agreement and any of Cahoots's policies, including without limitation Cahoots' AUP. Upon termination of this Agreement, the provisions concerning indemnity, disclaimer of warranties, limitation of liability and governing law shall survive. Upon any termination of this Agreement by Cahoots for breach by you, you agree that you will not re-register for the Cahoots Service without written authorization from a Cahoots representative.
Indemnity
Upon request of Cahoots, you shall defend, indemnify and hold harmless Cahoots and/or its suppliers and licensors, its officers, directors, employees, agents and licensees, from any claims, losses, damages, expenses, and fees including without limitation reasonable attorneys fees, arising out of or relating to your use of the Software or Service, including without limitation any violation by you of Cahoots's policies.
Modification
Cahoots may modify this Agreement at any time at its sole discretion. Any modification is effective immediately upon the transmission of a message from Cahoots sent to you by electronic mail or via the Service, and by posting the modifications on the Cahoots Website. If any modification to this agreement is unacceptable to you, you may immediately terminate your account as provided above. If you do not terminate your account, or continue to use the Software or Service following the posting or email notice of any modification to this Agreement, your continued use will be deemed an acceptance of the modification(s).
Force Majeure
Cahoots will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God.
Entire Agreement
This Agreement constitutes the sole agreement between Cahoots and you respecting the subject matter hereof and will fully supersede any and all other agreements, either oral or in writing.
Governing Law
Interpretation and enforcement of this Agreement will be governed by the laws of the state of California (excluding its choice of law rules). You hereby consent to personal jurisdiction in the federal and state courts of San Francisco, California for any action arising out of or relating to your use of the Software or Service. The federal and state courts of San Francisco, California will have exclusive jurisdiction over all such actions. However, in any action naming Qualcomm, Inc. you hereby consent to personal jurisdiction in the federal and state courts of San Diego, California for any action arising out of or relating to your use of the Software or Service. The federal and state courts of San Diego, California will have exclusive jurisdiction over all such actions. In any such action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs and attorney's fees.
Miscellaneous Provisions
In the event that any provision or provisions of this Agreement are held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
