Mobile Application End User License Agreement

This Mobile Application End User License Agreement ("Agreement" or “EULA”) is a binding agreement between you ("End User", you or your) and Text Teddy, Inc. ("Company", we or our).  This Agreement governs your use of the TextTeddy application on your mobile device, (including all related documentation, the "Application").  In this Agreement, End User and Company may be referred to individually as a “Party”, and, collectively, as “Parties”.

End User acknowledges and agrees that the Application is licensed, not sold, to End User.

BY DOWNLOADING, INSTALLING, OR USING THE APPLICATION, YOU 

(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; 

(B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT;

(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, USE THE APPLICATION AND DELETE THE APPLICATION FROM YOUR DEVICE.

1. Access to your Contacts & Other Information and Messaging Applications on your device.  You agree and acknowledge that the Application will access your contact and other information and messaging applications, e.g., SMS, email, etc., on your device for the purpose of enabling you to send and receive messages and other information using the Application.

2. License Grant.  Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

   1. download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation.

3. License Restrictions.  You shall not: 

   1. copy the Application, except as expressly permitted by this license;

   2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

   3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

   4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

   5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; 

   6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; 

   7. access, download, monitor, or copy any information or content contained in the Application through automated or artificial means (including, but not limited to, screen and database scraping, spiders, robots, crawlers, deep-link, or any similar or equivalent automatic or manual process), or in any way obtain or attempt to obtain any content or information through any means that Company does not intentionally make available through the Application.  However, general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent that adheres to all limitations set forth in any applicable robots.txt file. You may not harvest information about Users for any purpose.

   8. frame any part of the Application.  You may not use, or attempt to use, the Application through any means not explicitly and intentionally made available, provided or intended with respect to the Application.  You may not use or access the Application in any manner that could damage, disable, overburden, or impair the Application or that could interfere with the rights of or otherwise harm Company, its service providers, suppliers, other Users or any other person.

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

5. Collection and Use of Your Information.  You acknowledge that when you download, install, or use the Application, 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 Application.  You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others.  All information we collect through or in connection with this Application is subject to our Privacy Policy [INSERT AS WEBSITE LINK TO MOBILE APP PRIVACY POLICY].  By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

6. User Account, Password, and Security.

(a) In order to access the Application, Company requires you to add TextTeddy’s phone number to your Contacts on your device and may require you to set a User Account including the creation of a username and password.

(b) You are responsible to protect the privacy of your phone number, username and password (Log In Information), and User Account information.  You agree to (i) immediately notify Us of any unauthorized use of your User Account or any other breach of security, and (ii) ensure that you exit from your User Account at the end of each session.  While we use reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception, or error.

(c) In creating and using your User Account, you agree to (i) provide true, accurate, current, and complete information about yourself on any registration form required for the Application (such information being the “Registration Data”); (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete; and (iii) maintain and promptly update payment information to keep it true, accurate, current, and complete.  Providing any information that is untrue, inaccurate, not current, or incomplete is a breach of this Agreement.  If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, then we have the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account.

(d) User Accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Application using your Log In Information.

1. Account Deactivation.  We reserve the right to deactivate or cancel a User Account in our sole discretion, including for the following reasons: (i) you request such deactivation; (ii) you are in breach of this Agreement, and do not cure all such breaches within 15 business days (except for the following: your posting of libelous, slanderous, obscene, pornographic, criminal behavior, or defamatory; your use of the Application in a manner which we believe violates any law or regulation, may harm public safety or public health in which case there is no opportunity for you to cure all such breaches) , (iii) you are deceased; (iv) you do not respond to repeated communication attempts regarding the status of your User Account; (v) you reside in or relocate to a country where use of a User Account is prohibited under applicable law; (vi) your use of the Application violates any laws or regulations; (vii) you transmit libelous, obscene, slanderous, defamatory or pornographic materials over the Application; (viii) you act in a fraudulent or an inappropriate manner while using the User Account; (ix) you fail to pay Us for any of our services.

2. Use At Your Own Risk.  You agree to use the Application at your sole risk and responsibility and that we shall have no liability to you or others for material posted by you or others.

3. Legal Competency.  You affirm that you are more than 18 years of age and are fully able and competent to enter into the agreements required to use the Application including this Agreement, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.  You affirm that this Agreement does not conflict with any other agreements that you have entered into.

4. No Privacy or Warranty in Content.  

   1. You acknowledge that a purpose of the Application is to share information and you have no right or expectation of privacy or confidentiality with regard to content shared by you and other users via the Application, such as materials, statements, reviews, ratings, opinions, data, documents, images, graphics, logos, designs, videos, text files, audio files, and comments (collectively, “User Content”).  

   2. We do not warrant or represent that: (i) the Content and/or the User Content is fair, accurate, or complete; (ii) the Content and/or the User Content is up-to-date or current; (iii) we have any obligation to update any Content; (iv) the Content and/or the User Content is free from technical inaccuracies or programming or typographical errors; (v) the Content and/or the User Content is free from changes caused by a third party; (vi) any information obtained in response to questions asked through the Application is accurate or complete; and/or (vii) the Content and/or the User Content are non-infringing of any third party’s intellectual rights.  You shall be solely responsible for your User Content, and the consequences of posting or publishing it on the Application.  

   3. By providing User Content to the Application you hereby grant Us a worldwide, non-exclusive, royalty-free, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, republish, and perform the User Content in connection with the Application (and our respective agents, affiliates’ and successors’) including, but not limited to, publication of any portion or all of the User Content in any other audio-visual work, in any medium or format, anywhere in the world.  You also hereby grant Us a worldwide, non-exclusive, royalty-free, irrevocable, and sublicensable license to copy, modify, use, reproduce, distribute, publish, republish, and prepare derivative works of, display and perform your User Content as permitted under this Agreement.

   4. You acknowledge that we do not pre-screen User Content and that we shall have the right (but not the obligation) in our sole discretion to refuse, move, and/or remove any User Content that you make available on or through the Application.  You also consent that all User Content that you post to the Application will at all times be available to us.  Without limiting the foregoing, we shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable, including reviews and ratings that portray Us in a negative light.

   5. You agree to not use the Application to: (i) upload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, bullying, tortious, false, defamatory, vulgar, obscene, pornographic, sexually explicit, defamatory, invasive of another’s privacy, hateful, or racially, sexually, ethnically or otherwise objectionable; (ii) harm minors in any way; (iii) impersonate any person or entity, including, but not limited to, an official or an employee of Company; (iv) falsely state or otherwise misrepresent your affiliation with any person or entity; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Application; (vi) upload, post, email, transmit, or otherwise make available any User Content that you do not have a right to make available under any law or under contractual relationships; (vii) upload, post, email, transmit, or otherwise make available any User Content that infringes any intellectual property rights including patent, trademark, trade secret, copyright, or other proprietary rights of any party, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant us and other users of the Application all of the license rights granted herein; (viii) upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, spam, phishing schemes, pyramid schemes, or any other form of solicitation; (ix) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (x) interfere with or disrupt the Application or any of the servers or networks connected to the Application, or disobey any requirements, procedures, policies, or regulations of networks connected to the Application; (xi) intentionally or unintentionally violate any applicable local, state, national, or international law; (xii) stalk or otherwise harass another; or (xiii) collect or store personal data about other users.

   6. You acknowledge and agree that, in addition to the other uses set forth in this Agreement,  We may preserve User Content and may also disclose User Content as required to do so by law, regulation or order of any court, including an administrative law court.

   7. You acknowledge that we may (i) respond to claims that any User Content violates the rights of any third parties; or (d) take down User Content to protect the rights, property, or personal safety of the public as determined in our sole discretion.

   8. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Content.  We do not knowingly permit copyright infringing activities and infringement of intellectual property rights on the Application, and we will remove all Content if properly notified that such Content infringes or may infringe on another’s intellectual property rights.  We reserve the right to remove Content without prior notice.  Without limiting our right to cause the termination of a User Account for any or no reason, we will also cause the termination of a User Account if you are determined to be a repeat infringer.  A repeat infringer is a user of the Application who has been notified of infringing activity more than once and/or has had User Content removed from the Application more than twice.  We also reserve the right to decide whether User Content is appropriate and complies with this Agreement for violations other than violations of intellectual property law, such as, but not limited to, obscene or defamatory material.  We may remove such User Content and/or cause the termination of your access to the Application for uploading such material in violation of this Agreement at any time, without prior notice, and at our sole discretion.  You acknowledge and agree that we may disclose your identity in connection with any claim of an intellectual property violation.

5. Modification of the Application. We reserve the right to modify, restrict access to, or discontinue the Application (or any portion of the Application), temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Application. Unless explicitly stated otherwise, any new features that augment or enhance the current Application shall be subject to this Agreement.

6. Intellectual Property.

   1. The Application and the Content of the Application is intellectual property owned, controlled, and/or licensed by Company and is protected by applicable intellectual property laws, including patent, trademark, and copyright laws.  No portion of the Application, Content, and/or the User Content may be reproduced, reverse engineered, modified, or disassembled in any form or by any means, except as provided in this Agreement.  Nothing on the Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company’s intellectual property without Company’s prior, written permission.  You agree that Company has an unrestricted right, title, and interest to use any suggestions that you may provide to Company relating in any way to the Application.

   2. Company will respond to alleged copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA”).  Under the DMCA, a copyright owner may give notification to an online service provider of an alleged copyright infringement.  During this process, the service provider responds by taking down the alleged infringing content and takes reasonable steps to contact the owner of the removed content so that a counter-notification may be filed.  If a valid counter-notification is filed, we typically will restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.  We may provide copies of such notices to the affected parties or any other third parties, at our discretion and as required by law.  Our Privacy Policy does not protect the information provided in these notices.  Before filing such a notification, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine.  You could potentially be held liable for costs and attorney’s fees should you file a takedown notice where there is no infringing use.  If you are unsure whether there is an infringement, it may be advisable to seek legal counsel.  Notice of alleged infringement must be sent (i) by electronic mail to the email address provided in the Contact section below and entitled “Copyright Infringement” and (ii) by certified mail to mailing address provided in the Contact section below.

   3. Third-Party Intellectual Property. All non-Company intellectual property including trademarks, product names and logos appearing on the Application is property of their respective owners.

7. Geographic Restrictions.  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.

8. Updates.  Company may from time to time in its sole discretion develop and provide Application 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:

   1. the Application will automatically download and install all available Updates; or

   2. 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.

1. Third-Party Materials.  The Application 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.

2. Term and Termination.

   1. The term of Agreement commences when you download the Application/acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this section.

   2. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.

   3. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion or other termination events.  In addition, this Agreement may be terminated immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

   4. Upon termination:

      1. all rights granted to you under this Agreement will also terminate; and

      2. you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

   5. Termination will not limit any of Company's rights or remedies at law or in equity.

3. Disclaimer of Warranties.  THE APPLICATION 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 APPLICATION, INCLUDING 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 APPLICATION 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.  

4. 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 APPLICATION OR THE CONTENT AND SERVICES FOR:

   1. 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.

   2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION. 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.  

5. 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 reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.

6. Export Regulation.  The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations.  You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.  You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

7. US Government Rights.  The Application is commercial computer software, as such term is defined in 48 C.F.R.  §2.101.  Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R.  §227.7201 through 48 C.F.R.  §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R.  §12.212, with respect to all other US Government licensees and their contractors.  

8. Third Party Beneficiaries.  Neither this Agreement nor the Privacy Policy create any right of action on the part of any third party, except for the Company and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.

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

10. Venue.  Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York City.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  

11. Additional Remedies – Equitable Relief.  You acknowledge a breach of this Agreement may cause Company irreparable damage for which remedies other than monetary relief may be inadequate.  In such instances, you agree that Company may seek injunctive or other equitable relief seeking to restrain such conduct without the necessity of proving actual harm or posting a bond.  All rights and remedies under this Agreement are cumulative and in addition to any other rights or remedies at law, in equity, or under this Agreement, subject only to any limitations stated in this Agreement.

12. Dispute Resolution.  

    1. "Dispute" as used herein shall mean (i) any and all claims or disputes that in any way arise out of or relate to this Agreement, its performance, or the breach or enforcement thereof; (ii) any claims or disputes that in any way concern the conduct of any Party in connection with this Agreement or the relationship or duties of the parties contemplated under this Agreement; or (iii) claims or disputes concerning the validity or scope of the terms and conditions of this Agreement (including, but not limited to, this paragraph).  The Parties intend that the definition of "Dispute" shall have the broadest scope permitted by law.

    2. If a Dispute arises between the Parties concerning this Agreement, the Parties will confer, as soon as practicable, and will make reasonable efforts over a period of not less than 30 days to resolve the Dispute in good faith.  If the Parties are unable to resolve the dispute amicably, then the parties will submit to binding arbitration before a single arbiter selected by the American Arbitration Association.  The arbitration will be conducted remotely, i.e., unless the Parties agree to an in-person arbitration.  The costs of the arbitration will be shared evenly between the Parties.  The results of the arbitration shall be final and binding on the Parties.

13. Class Action Waiver.  ANY DISPUTE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE APPLICATION SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

14. Limitation of Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. 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.  

16. Entire Agreement.  This Agreement constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.  

17. 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; provided, however, that if any fundamental term or provision of this Agreement (including without limitation Intellectual Property) is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.

18. Changes To This Agreement.  We may revise this Agreement from time to time in our sole discretion.  If there are any material changes to this Agreement, we will notify you as required by applicable law.  You understand and agree that you will be deemed to have accepted the updated Agreement if you continue to use our Services after the revised Agreement takes effect.  If you do not agree to the revised Agreement, you sole option is to discontinue use of, and delete, the Application.

19. Contact Us. If you have any questions about this Agreement, please contact us at info@textteddy.com.