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USER LICENSE AGREEMENT
Iridium Mail & Web This End User License Agreement ("Agreement") is between you and Iridium Satellite LLC ("Iridium") and governs your use of the Iridium Mail & Web application (the "App") made available through the Apple App Store. By clicking the “Accept” button or installing and using the App, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the App and return it for a full refund of the amounts paid, if any. 1. Parties. This Agreement is between you and Iridium only, and not Apple, Inc. ("Apple"). Iridium, not Apple, is solely responsible for the App and its content. Although Apple is not a party to this Agreement, you and Iridium both acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, by your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof. 2. Iridium Services; Terms of Iridium Service. The App allows you to use certain aspects of Iridium's satellite-based service (the "Iridium Service") through the use of an Iridium-authorized and enabled device (an “Iridium Device”), made available by Iridium-authorized manufacturers, resellers or distributors (each, a “Service Provider”). To use the App, you must have an Iridium Device that is compatible with the App and have an active account to use the Iridium Service. The terms and conditions of your use of the Iridium Service and any Iridium Device shall be solely those terms and conditions under which the Service Provider separately made the Iridium Service and Iridium Device available to you, and shall not be governed by this Agreement. 3. Limited License. (a) Iridium grants you a limited, non-exclusive, non-transferrable, revocable license to use the App for your personal and internal business purposes. The App is licensed, not sold, to you. (b) You may only use the App on an iPhone, iPod Touch, iPad, or other Apple device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service (http://www.apple.com/legal/internet-services/ itunes/us/terms.html#GIFTS). (c) You are permitted to use the App only in connection with a compatible Iridium Device and the Iridium Service using airtime purchased from a Service Provider. (d) You may not use the App to access the Iridium Services through any third-party device other than an Iridium Device, except to the extent that Iridium has certified such devices and confirmed that the use will have no adverse effect on the Iridium Service. All devices approved by Iridium will be advertised and labeled as being approved by Iridium and you may use only “Iridium Certified Devices” and Iridium Devices to access the Iridium Service with this App. (e) You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy (except as expressly permitted by this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the App, any updates or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App). Any attempt to do so is a violation of Iridium’s and its licensors’ rights. If you breach this restriction, you may be subject to prosecution and damages. (f) The terms of this Agreement will govern any upgrades provided by Iridium that replace or supplement the original App, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern. 4. Disclaimer of Warranty and Limitations of Liability. (a) The App is provided free on an "as is" basis. As such, Iridium disclaims all representations, guarantees, conditions and warranties about the App, including, without limitation, any implied representations, guarantees, conditions or warranties of merchantability or fitness for a particular purpose, non-infringement, satisfactory quality, that the App is free of bugs or viruses, non-interference or accuracy of informational content, and any representations, guarantees, conditions or warranties arising from a course of dealing, law, usage or trade practice, or related to the performance of non-performance of the App. This disclaimer shall apply even if this Agreement fails of its essential purpose. Further, no representation, guaranty, condition or warranty is made as to the coverage, availability or grade of service provided by the Iridium Service. Iridium does not warrant that it, or will be able to, correct any defects with the App and that access and use of the App will be uninterrupted or error free. Iridium makes no warranty regarding any software, product or service provided by any third party. (b) In no event shall Iridium be liable, whether in contract or tort or any other legal theory, including, without limitation, strict liability, gross negligence or negligence, for any damages, including direct, indirect, incidental, special, consequential or punitive damages of any kind, or loss of revenue or profits, loss of business, loss of privacy, loss of use, loss of time or inconvenience, loss of goodwill, loss of information, data, software or application or other financial loss, caused by the App, or arising out of or in connection with the ability or inability to use, or the use of, the App, regardless of whether Iridium has been advised of the possibilities of such damages. (c) You acknowledge and agree that as a condition of use of the App you will make no claim, whether in contract, indemnity, tort or other legal theory, against Iridium for bodily injury, loss of life or damage to property. (d) All of the above waivers, releases and disclaims of representations, guarantees, conditions and warranties and limitations of liability are provided to the fullest extent permitted by applicable law. To the extent any warranty exists under law that cannot be disclaimed: (i) your sole recourse and Iridium’s sole responsibility for breach of that warranty shall be the refund of the purchase price, if any, for the App to you; and (ii) if there is a failure of the App to conform to that warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility Iridium. 5. Collection of Data. (a) You agree that Iridium may collect and use technical data and related information, including, but not limited to, technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services related to the App. Iridium may use this information, as long as it is in a form that does not personally identify you, to improve its products or services, or to provide services or technologies to you. (b) You consent to Iridium’s disclosure of user information, including, but not limited to, name, address, telephone number and location information, including, where available, the geographic coordinates of equipment, to governmental and quasi-governmental agencies where Iridium deems it necessary in its sole discretion to respond to an exigent circumstance. (c) In addition to the foregoing, Iridium may collect and use your information as set forth in its Privacy Policy (http://www.iridium.com/PrivacyPolicy.aspx), which is made a part of this Agreement. 6. Indemnification. You agree to indemnify and hold harmless Iridium, Iridium’s affiliates and each of their respective directors, officers, managers, employees, agents, representatives, and licensors, from and against any and all losses, expenses, damages and costs, including, without limitation, reasonable attorneys’ fees, that arise out of your use of the App, violation of this Agreement by you or any other person using your copy of the App or your violation of any rights of another. Iridium reserve the right to take over the exclusive defense of any claim for which Iridium is entitled to indemnification under this Agreement. In such event, you agree to provide Iridium with such cooperation as is reasonably requested by Iridium. 7. Maintenance and Support. Because the App is free, Iridium does not provide any maintenance or support for it, other than periodic updates to the App that Iridium releases in its sole discretion. To the extent that any maintenance or support is required by applicable law, Iridium, not Apple, shall be obligated to furnish any such maintenance or support. 8. Intellectual Property. All right, title and interest in and to all worldwide intellectual property incorporated in the App, including, but not limited to, inventions, patents, copyrights (including renewal rights), trademarks, trade secrets, know-how, confidential information, computer software (including source code), ideas, processes, discoveries, methods, and all other forms of intellectual property and any applications for registration thereof, are and shall remain the sole and exclusive property of Iridium or its licensors, and no rights therein are granted to you except as express set forth in this Agreement. 9. Third Party Intellectual Property Claims. Iridium shall not be obligated to indemnify or defend you with respect to any third-party claim arising out or relating to the App. To the extent Iridium is required to provide indemnification by applicable law, Iridium, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the App or your use of it infringes any third-party intellectual property right. 10. Product Claims. Iridium, not Apple, is responsible for addressing any claims by you relating to the App or use of it, including, but not limited to: (a) any product liability claim; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) any claim arising under consumer protection or similar legislation. Nothing in this Agreement shall be deemed an admission that you may have such claims. 11. U.S. Legal Compliance. You represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties. 12. Export Compliance. The export and re-export of the App is subject to United States, United Nations or other international export controls and sanctions. You agree to fully comply with all such export controls and sanctions including, without limitation, ensuring that the App is not exported or re-exported to countries that are not eligible to receive it under U.S., U.N. or other international export controls and sanctions. Prohibited destinations for the App, as well as persons and entities are set forth on lists of ineligible recipients maintained by the U.S. Department of Commerce and U.S. Department of the Treasury (more information at http://www.bis.doc.gov/ and http://www.treas.gov/offices/enforcemenVofac/). Embargoed/sanctioned destinations are subject to change, and information should be obtained directly from the appropriate U.S., U.N. or international agency prior to your export or re-export of the App. 13. Government End Users. The App and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 14. Termination. This Agreement is effective until terminated by you or Iridium. Your rights under this Agreement will terminate automatically without notice from Iridium if you fail to comply with any term of this Agreement. Upon the termination of this Agreement, you shall cease all use of the App and destroy all copies, full or partial, of the App. 15. Controlling Law and Severability. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, as applied to agreements entered into and to be performed entirely within Virginia between Virginia residents. Iridium and you each hereby irrevocably and unconditionally waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or its performance under or the enforcement of this Agreement. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. 16. Waiver of Jury Trial. Each of Iridium and you hereby irrevocably waives any and all right to trial by jury in any proceeding arising out of or related to this Agreement or the transactions contemplated hereby. 17. Contact Information. Should you have any questions or claims relating to the App, please contact your Service Provider. If you are unsure of your Service Provider, please dial the following for assistance: +1.480.752.5155 or Toll Free from North America: 1.866.947.4348. For information from Iridium’s website please see: Iridium.com |