VaDi Platform End User License Agreement

This VaDi Platform End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and U&I Digital LLC ("Company"). This Agreement governs your use of the VaDi platform, including without limitation, the website and the application, including, without limitation, all related documentation, the "Platform"). The Platform is licensed, not sold, to you.

BY CLICKING THE "AGREE" BUTTON DURING THE INITIAL REGISTRATION PROCESS AND BY DOWNLOADING AND USING THE PLATFORM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT REGISTER OR USE THE PLATFORM.

License Grant

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:
  • download, install, and use the Platform on your mobile device ("Mobile Device") strictly in accordance with the Platform's documentation; and
  • access, stream, download, and use on such Mobile Device, the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement and the AI Terms of Use applicable to such Content and Services as set forth in Section 5.

License Restrictions

  • Except as may be expressly permitted by applicable law or expressly authorized by the Platform, you shall not:
  • copy the Platform, except as expressly permitted by this license;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
  • remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any feature or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
  • use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
  • use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;
  • frame, mirror, or otherwise incorporate the Platform or any portion of the Platform as part of any other mobile platform, website, or service;
  • use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform; or
  • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.

Reservation of Rights

You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Information

You acknowledge that when you download, install, or use the Platform, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Platform. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Platform or certain of its features or functionality, and the Platform may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Platform is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Content and Services

The Platform may provide you with access to Company's website located at [http://www.unblinkingear.com] (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Platform may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are also governed by our AI Terms of Use located at [TERMS OF USE LINK : Jackie to provide content for this page, URL would be https:\\www.unblinkingear.com\terms-condition], which are incorporated herein by this reference.

Geographic Restrictions.

The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

Updates

Company may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

  • the application will automatically download and install all available Updates; or
  • you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the application and be subject to all terms and conditions of this Agreement.

Third-Party Materials

The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. Without in any way limiting the foregoing, Third-Party Materials used by the Platform include, without limitation, applications from the following third parties: OpenAi, Deepgram, and Trilio.

Term and Termination.

  • The term of Agreement commences when you download the application, use the Platform, or create a login through the Website and will continue in effect until terminated by you or Company as set forth in this Section 9.
  • This Agreement will automatically terminate if your license expires or is terminated by the Company in the event that you violate any of the terms and conditions of this Agreement.
  • Upon termination:
    • all rights granted to you under this Agreement will also terminate; and
    • you must cease all use of the Platform and delete all copies of the application.
  • Termination will not limit any of Company's rights or remedies at law or in equity.

Disclaimer

THE PLATFORM IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE COMPANY’S WEBSITE, 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. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM OR WEBSITE WILL MEET YOUR 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.

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 YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:
  • PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
  • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM.
THE FOREGOING LIMITATIONS WILL APPLY 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 YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Company and 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 of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.

Severability.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Agreement to Arbitrate.

The Company and you agree that any dispute, claim, or controversy arising out of or relating in any way to this Agreement, your use of the Platform or your use of the Website shall be determined by binding arbitration instead of courts of general jurisdiction. You agree that, by agreeing to this Agreement, the United States Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the Company are each waiving the right to a trial by jury. This arbitration provisions shall survive termination of this Agreement or any contractual relationship between you and the Company. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association and will be administered by the American Arbitration Association. All issues are for the arbitrator to decide, including, without limitation, issues relating to the scope and enforceability of this Agreement. Unless you and the Company agree otherwise, the arbitration will take place in Essex County, New Jersey.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule.

Entire Agreement

This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.

Class Action Waiver

You agree to bring any claims against the Company on an individual and not on a class action basis. As a result, you waive any right to bring an action on a class basis or participate as part of a class in any action against the Company.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Contact

Email: admin@unblinkingear.com