TERMS OF USE

Non-member END USER LICENSE AGREEMENT

PLEASE READ THE FOLLOWING END USER LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. THESE END USER LICENSE AGREEMENT TERMS AND CONDITIONS (THIS “AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Network 21 Pty Ltd AND ITS AFFILIATES, partners and contractors (“N21” “WE, “US,” OR “OUR”) AND GOVERNS YOUR USE OF THE DETERMINE YOUR SUCCESS SOFTWARE APPLICATION (THE “APPLICATION”). BY DOWNLOADING, INSTALLING OR USING THE APPLICATION FOR ANDROID, iOS OR OTHER MOBILE PLATFORM, AS APPLICABLE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CHECK THE “I ACCEPT” BOX (OR CLICK ON THE “I ACCEPT” BUTTON, AS THE CASE MAY BE) AND DO NOT USE THE APPLICATION. YOU AGREE THAT INSTALLATION OR USE OF THE APPLICATION SIGNIFIES THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT.

1. Scope
The Application is provided only as a tool for You to connect and communicate with N21 members and prospective members. You can create and access your connections and content through an account that You will either create with your N21 membership or through an invitation from a N21 member (“Your Account”), and as such You also agree and acknowledge that in addition to this Agreement, your use of the Application, and Your Account in general, is subject to N21’s then-current Connect21 Application Terms and Conditions of Use, the latest version of which is available at Connect21 Terms & Conditions; which is incorporated in this Agreement by reference. You also agree and acknowledge that this Agreement is solely executed between N21 and You, and not with any mobile platform operators, such as Apple Inc. (“Apple”) or Google Inc., and as such, N21, and not any such mobile platform operator, is solely responsible for the Application and its content thereof.

2. Assumption of Risk
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND YOU ALSO ACKNOWLEDGE THAT WHILE ACCESSING YOUR ACCOUNT FROM YOUR MOBILE DEVICE YOU WILL BE SOLELY RESPONSIBLE FOR HOW YOU PROTECT THE PRIVACY OF YOUR INFORMATION FROM PRYING THIRD PARTIES, INCLUDING THE INPUT OF YOUR LOG-IN INFORMATIONAND CLOSING THE APPLICATION AFTER USING IT. YOU ALSO AGREE THAT YOU ARE RESPONSIBLE FOR ANY CONTENT YOU UPLOAD UNDER YOUR ACCOUNT. YOU EXPRESSLY ACKNOWLEDGE SOLE RESPONSIBILITY FOR ANY AND ALL USE OF THE APPLICATION CONDUCTED THROUGH USE OF YOUR ACCOUNT.

3. License Grant
Subject to the terms and conditions of this Agreement, N21 hereby grants to You a terminable, nonexclusive, nontransferable, nonsublicenseable license to download, install, use, perform, and display the Application for personal, non-commercial use, and solely on the devices that You own or control (your “Mobile Device”), and, for devices running an Apple operating system, as permitted by the Usage Rules set forth in the Apple Store Terms and Conditions (“Apple Usage Rules”). You may download the Application on more than one (1) Mobile Device, but You must associate each Device with Your Account.

4. Restrictions
You may not

  1. reproduce, distribute, sublicense, assign, use for service-bureau purposes, sell, rent, lease, or otherwise transfer the Application to any third parties;
  2. modify, alter, improve, “hack,” or create derivative works of the Application;
  3. reverse-engineer, decompile, disassemble, reverse-assemble, or otherwise attempt to derive the source code of the Application;
  4. remove or alter any proprietary notices or marks on the Application;
  5. make the Application available over a network or other environment permitting access or use by multiple users;
  6. share Your Account or allow anyone else to access Your Account, whether through use of the Application or otherwise; or
  7. use the Application for any purpose other than as described herein. If You breach this restriction, You may be subject to prosecution and damages. The terms of this Agreement govern any upgrades provided by N21 that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. In addition, when using any particular functionalities and features that are part of the Application, You may be subject to additional guidelines, terms, or rules applicable to such functionalities and features (“Additional Terms”), which may be posted from time to time and are hereby incorporated by reference into this Agreement.

5. Data Privacy
You agree that N21 may collect and use application usage data and metrics as well as share this data with the N21 Member who invited you to use this application. In addition, you agree that N21 may collect and use technical data and related information, including but not limited to technical information about your Mobile Device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Application. N21 may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You. For all other information provided to us, You may further consult N21’s Privacy Policy (which is hereby incorporated by reference). By using the Application You acknowledge that You have read and accept this Privacy Policy. You agree that N21 or its representatives may access Your Account and records to investigate complaints or allegations of abuse, infringement of third party rights, or violations of this Agreement.

6. Other controlling terms
You acknowledge and agree that your use of the Application may be subject to additional terms and conditions of the device manufacturer, provider or carrier for the Mobile Device on which You download, access or use the Application, which are not governed by this Agreement. The Application may contain or be provided together with open source software. Each item of open source software is subject to its own applicable license terms. You agree not to use the Application in any manner that violates this Agreement, N21’s Terms of Service, or any applicable terms herein. It is also a violation of these rules to use any information obtained from or through the Application in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any person without their prior explicit consent. You understand and acknowledge that we have a reputation to protect, and that we want to provide a good and positive service to users of the Application, so any violation of this agreement by You may cause us substantial harm. Accordingly, You agree that we may enforce this Agreement to the fullest extent permitted by law.

7. Ownership
The Application is licensed to You, not sold. N21 and its licensors own and retain all proprietary rights in the Application (including all upgrades thereto). The Application contains the copyrighted material, trademarks, and other proprietary information (“Intellectual Property”) of N21 and its licensors. There are no implied licenses under this Agreement, and all rights not expressly granted are hereby reserved. You agree that any questions, comments, suggestions or the like other than personally identifiable information (collectively, the “Feedback”) sent to N21, shall become the sole property of N21. You further agree that N21 shall be free to use and exploit in any manner any ideas, concepts, know-how or techniques contained in such Feedback for any purpose without your or a third party’s consent, and without payment of any consideration to You or a third party, You hereby assign all rights, title and interest in such Feedback to N21. You also understand and acknowledge that in the event of a third party claim against You that the Application (or that your possession and use of the Application) infringes that third party’s intellectual property rights, N21, and not any mobile platform operator, will be solely responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim, if any.

8. Product Claims
You understand and acknowledge that pertaining to the Application or your possession and/or use of the Application, N21, and not any mobile platform operator, is responsible for addressing any claims relating but not limited to:

  1. product liability claims;
  2. any claim that the Application fails to conform to any applicable legal or regulatory requirement; and/or
  3. claims arising under consumer protection or similar legislation.

9. Maintenance and Support
You agree and acknowledge that N21 will have no duty under this Agreement to provide technical support or maintenance of any kind with respect to the Application and that it reserves the right for such support services, if any, to be performed solely pursuant to a separate written contract between the Parties. N21 may choose to offer at its option, but is not obligated to provide, some basic support that may include email support, upgrades, updates or bug fixes. Furthermore, You agree and understand that N21 (or its business partners allowed to do so) is the sole entity responsible for providing maintenance and support services with respect to the Application and that no mobile platform operators have any obligation whatsoever to furnish any maintenance and support services with respect to the Application or on behalf of N21.

10. Termination
The license is effective until terminated by You or N21. Your rights under this license will terminate automatically without notice from the N21 if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Application, and destroy all copies, full or partial, of the Application, and/or delete or uninstall the Application from your Mobile Device.

11. Warranty disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPLICATION (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND N21 HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND FREEDOM FROM PATENT INFRINGEMENT OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. N21 DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY N21 OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT MOBILE PLATFORM OPERATORS DO NOT HAVE AN OBLIGATION TO REFUND ANY PURCHASE PRICE FOR THE APPLICATION AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOBILE PLATFORM OPERATORS HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION, AND/OR ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY.

12. Limitation of liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL N21 BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF N21 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall N21’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

13. Release
Without limiting anything provided herein, and to the extent permitted under applicable laws, You hereby release N21 from any liability related to:

  1. any incorrect or inaccurate content posted on or through the Application, whether caused by any user of the Application, or by any of the equipment or programming associated with or utilized in the Application;
  2. the conduct, whether online or offline, of any user of the Application;
  3. any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, or failure of email on account of technical problems or traffic congestion on the Internet or at any sites, or combination thereof, including injury or damage to user’s or to any other person’s computer or other mobile device related to or resulting from participating or downloading materials in connection with the Application;
  4. any loss or damage caused by content posted on or through the Application or transmitted by and to users, or any interactions between users of the Application, whether online or offline; and
  5. any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Application user communications. If You are a California resident, You hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

14. Export Controls
You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Application, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

15. Indemnity
You agree to indemnify and hold N21, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Application in violation of this Agreement and/or arising from a breach of this Agreement by You.

16. Government acquisitions
The Application 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.

17. Contact Information
In the event You may have any questions, complaints or claims with respect to the Application please contact N21, at mobileappsupport@n21.com.au.

18. Third Party Beneficiary
You acknowledge and agree that the applicable mobile platform operator for the device for which You dowloaded the Application, as well as such mobile platform operator’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions of this Agreement, any such mobile platform operator 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.

19. Governing law
The laws of New South Wales, Australia, excluding its conflicts of law rules, govern this license and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws. The parties agree that the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties’ relationship. In the event of any dispute between the parties arising out of, relating to or in any way in connection with this Agreement, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located New South Wales, Australia.

20. General Provisions
You are responsible for compliance with applicable local laws. This Agreement is personal to You, and You may not transfer, assign or delegate this Agreement to anyone without the express written permission of N21. Any attempt by You to assign, transfer or delegate this Agreement without the express written permission of N21 shall be null and void. You acknowledge that N21 will have the right hereunder to so seek an injunction, if necessary to stop or prevent a breach of Your obligations hereunder. The paragraph headings in this Agreement are included only to help make the agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us shall have effect unless such waiver is set forth in writing, signed by us; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between You and N21 with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. We may modify this Agreement at any time, and such modifications shall be effective immediately upon either posting of the modified agreement or notifying you. You agree to review this Agreement periodically to be aware of such modifications and your continued use of the Application shall indicate your acceptance of the modified Agreement. BY DOWNLOADING, INSTALLING OR USING THE APPLICATION, YOU AGREE THAT YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU MAY NOT DOWNLOAD, INSTALL OR USE THE APPLICATION. I HAVE READ THIS AGREEMENT AND I AGREE. Last Updated 03/24/15