This Terms of Use Agreement (“Agreement”) is a binding agreement between SavviSound LLC (“Company”) and you (“User” or “you”). This Agreement and our Privacy Policy describe and govern the terms and conditions of your use of the SavviSound mobile application for Apple iOS or Google Android operating systems, including all related documentation (the “Application”, as defined herein).

            BY DOWNLOADING, INSTALLING, ACCESSING, OR USING ANY PART OF THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY PART OF THE APPLICATION.

1. Definitions. For purposes of this Agreement, “Application” means the SavviSound mobile, tablet or web application, any and all content that is contained in or otherwise made available through the SavviSound mobile, tablet or web application, and any and all independent content featured in or derived from the SavviSound mobile, tablet or web application, including any screens, designs, graphics, logos, images, icons, text, sounds, video, and other information, as well as the arrangement thereof, whether or not patented or subject to copyright.

2. License. Subject to the terms of this Agreement, Company hereby grants User a personal, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to download, install, and use the Application on a single mobile device owned or otherwise controlled by User, solely for User’s own personal, non-commercial use only. Without limitation, User shall not:

(a)  modify, disassemble, decompile, or reverse engineer the Application or attempt to do any of the foregoing;

(b)  rent, lease, loan, sell, resell, sublicense, distribute, transfer, broadcast, cast, or otherwise make available the Application, or any features or functionality of the Application, to any third-party for any reason, or use the Application to provide services for any third-party;

(c)  disclose or permit any third-party to use or access any portion of the Application, or any content or information made available through the Application;

(d)  copy the Application, or any content or information made available through the Application;

(e)  modify, translate, adapt, or otherwise create derivative works or improvements of the Application, or any content or information made available through the Application;

(f)   remove, circumvent, disable, damage, or otherwise interfere with any copy protection, rights management, or security features in or protecting the Application;

(g)  remove, delete, alter, or obscure any trademarks, or any trademark, copyright, patent, or other proprietary rights notices from the Application; or

(h)  take any screenshots or undertake any other method of photographing or recording of any aspect of any of the graphical user interfaces visible via the Application, or any of the text display or audio sounds played via the Application.

The foregoing license grant is not a sale of the Application, any content or information made available through the Application, or any copy thereof. All content appearing in or through the Application, including any screens, designs, animations, graphics, renderings, overlays, logos, images, icons, text, sounds, videos, and other information, and the arrangement thereof, are the sole property of the Company. Company retains all right, title, and interest in and to the Application, any content or information made available through the Application, and any copy thereof. All rights not expressly granted herein are reserved.

3. Reservation of Rights. User agrees that the Application, and any content and information made available through the Application, is provided under license and is not sold to User. User does not acquire any ownership or other interest in the Application, or any content or information made available through the Application, other than the right to use the Application solely for User’s own personal, non-commercial use in accordance with the license granted, and subject to the terms, conditions, and restrictions under this Agreement. Except as expressly granted to User in this Agreement, Company reserves and shall retain all right, title, and interest in and to the Application, and any content and information made available through the Application, including all copyrights, trademarks, and other intellectual property rights therein. Nothing in this Agreement is intended to grant any right or license under any patent, patent application, copyright, or other intellectual property of any kind of Company, now or hereafter issued, or to any other proprietary information which may presently or in the future be owned or controlled by Company.

4. Data Privacy and Protection. User acknowledges that when the Application is downloaded, installed, or used, the Company may use automatic means to collect information about the mobile device and the use of the Application. User also acknowledges that they may be required to provide certain information about the User as a condition to downloading, installing, or using the Application or certain features or functionality of the Application. All information collected by Company through or in connection with the Application is subject to our Privacy Policy on SavviSound.com. By downloading, installing, using, or providing information through or to the Application, User consents to all actions taken by Company with respect to the User’s information in compliance with the Privacy Policy.

5. Termination. The Term of this Agreement commences when User downloads or installs the Application, and will continue in effect until terminated by User or Company. User may terminate this Agreement by deleting the Application and all copies thereof from User’s mobile device. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which it may do at its sole discretion. Upon termination, all rights granted to User under this Agreement shall terminate, and User shall cease all use of the Application and delete all copies of the Application from User’s mobile device. Notwithstanding anything herein to the contrary, the parties’ obligations under this Agreement with respect to the use of the Application and any information made available through the Application shall survive the termination of this Agreement. Termination shall not limit Company’s rights or remedies at law or in equity.

6. Remedies. User acknowledges that the Application, and all content and information contained in or made available through the Application, including any screens, designs, animations, graphics, renderings, overlays, logos, images, icons, text, sounds, videos, and other information, as well as the arrangement thereof, constitute Company’s valuable proprietary information. User agrees that its obligations hereunder are necessary and reasonable to protect Company and the Company’s business, and expressly agrees that monetary damages would be inadequate to compensate Company for any breach of any covenant or agreement set forth herein. Accordingly, User agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Company and that, in addition to any other remedies that may be available, in law, at equity or otherwise, Company shall be entitled to injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages. Nothing in this Agreement shall be construed as prohibiting Company from pursuing any other remedies that may be available to it, whether at law or in equity, for any breach or threatened breach by User, including the recovery of damages and reasonable attorneys’ fees incurred in connection with obtaining any relief.

7. No Professional Advice Or Assistance. The Application provides information for entertainment and informational purposes only and is not a substitute for expert medical attention nor does the Application purport to treat or cure any underlying condition or affliction of the User. All content and information contained in or made available through the Application, including any screens, designs, animations, graphics, renderings, overlays, logos, images, icons, text, sounds, videos, and other information is for general information purposes only. User agrees that the Application is not a cure or remedy, is not medical advice, treatment, diagnosis, opinion, or services, and is not an alternative to medical advice and treatment from a professional healthcare provider, nor may be treated as such or relied upon by User for the purposes of medical care, diagnosis, or treatment. The Application is primarily intended to be used in conjunction with ongoing treatment by a qualified healthcare professional and is not a replacement for qualified healthcare treatment. It is the sole responsibility of the User and/or caregiver to consult with a healthcare professional and to use their individual judgment to ensure that the Application is appropriate for their treatment. Company strongly recommends that User consult their own physician or other healthcare professional to review any information obtained from or through the Application with their professional healthcare provider, and to confirm all information regarding any diagnosis, findings, or course of medical treatment with their professional healthcare provider.

USER MUST NEVER RELY ON ANY INFORMATION OBTAINED OR RECEIVED USING THIS APPLICATION FOR ANY DIAGNOSIS OR RECOMMENDATION FOR MEDICAL TREATMENT, NOR AS AN ALTERNATIVE TO MEDICAL ADVICE FROM USER’S PHYSICIAN OR OTHER PROFESSIONAL HEALTHCARE PROVIDER. USER MUST NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT AS A RESULT OF ANY INFORMATION USER HAS SEEN OR ACCESSED THROUGH THIS APPLICATION. USER SHOULD CONSULT USER’S PHYSICIAN OR OTHER PROFESSIONAL HEALTHCARE PROVIDER REGARDING ANY QUESTION ABOUT ANY MEDICAL MATTER. IF USER THINKS THAT THEY ARE SUFFERING FROM ANY MEDICAL CONDITION, USER SHOULD SEEK IMMEDICATE MEDICAL ATTENTION.

8. No Warranty.

USER ACKNOWLEDGES THAT THEIR USE OF THE APPLICATION, AND ANY CONTENT AND INFORMATION MADE AVAILABLE THROUGH THE APPLICATION, IS SOLELY AT USER’S OWN RISK. COMPANY MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE APPLICATION, OR RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY MEDICAL INFORMATION, OR OTHER CONTENT OR INFORMATION PROVIDED THEREIN. USER ACKNOWLEDGES THAT THE APPLICATION DOES NOT PURPORT TO CURE, REMEDY, OR TREAT ANY MEDICAL CONDITION OR AFFLICTION OR ANY DISEASE OR SYMPTOM.  THE APPLICATION IS PROVIDED TO USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE, OR MALWARE THAT MAY BE INSTALLED IN USER’S COMPUTER OR OTHER DEVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO USER.

9. Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY HAVE ANY LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO USER’S USE OF, OR INABILITY TO USE THE APPLICATION. COMPANY IS NOT LIABLE TO USER FOR ANY DAMAGES RESULTING FROM USER’S USE, DISPLAY, COPYING, OR DOWNLOADING OF THE APPLICATION, OR ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE APPLICATION. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, OR ANY OTHER INFORMATION, SERVICES, OR PRODUCTS THAT USER OBTAINS THROUGH THE USE OF THE APPLICATION, OR FOR THE RESULTS OR CONSEQUENCES OF ANY ATTEMPT TO USE OR ADOPT ANY INFORMATION PROVIDED BY THE APPLICATION. IN NO EVENT SHALL COMPANY BE LIABLE TO USER FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA) HOWEVER ARISING, WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO USER.

10. Indemnification. User agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses or whatever kind, including attorneys’ fees, arising from or relating to User’s use or misuse of the Application, or User’s breach of this Agreement.

11. Notices. All notices hereunder shall be sent to Company at the email address info@savvisound.com, or such other address or contact as Company may specify from time to time in accordance with the provisions hereof.

12. Miscellaneous. This Agreement shall be binding upon and for the benefit of the parties, their successors and assigns. User may not assign or transfer any of their respective rights or obligations under this Agreement, whether directly or indirectly, including by operation of law or change of control, without the prior written approval of Company. The failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida as they apply to contracts entered into and wholly to be performed in the State of Florida. The federal and state courts within the State of Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.