This End User License Agreement (“EULA”) is a legal agreement between you and “123 Cityzen” for the software application provided by 123 Citizen to use the Services (as defined in the applicable Terms) (“Application”). The terms used but not defined in this EULA will have the meanings set forth in the 123 Citizen Terms and Conditions of Use under which your account was created (“Terms”). Your use of the Application, and any future release, update, or other addition to its functionality, as well as the Services, is also governed by the Terms. In the event of a conflict between this EULA and the Terms, the Terms will govern.

PLEASE READ THIS SOFTWARE END-USER LICENSE AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SOFTWARE.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATION TO ENTER INTO BINDING CONTRACTS. TO THE EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER THE LAWS OR REGULATIONS OF ANY JURISDICTION THAT REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR THE DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS.

License

Subject to the terms of this EULA, 123 Citizen grants to you a limited, nontransferable, and nonexclusive license (without the right to sublicense) to execute the Application, in executable object code form only, solely (a) on a device that you own or control, and (b) for your use of the Service, in each case for your personal, non-commercial purposes. The Application is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA.

Restrictions

You agree not to, and you will not permit others to, (a) license, sell, rent, lease, transfer, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party, (b) copy or use the Application for any purpose other than as permitted in Section 1, or (c) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Application.

Ownership

The Application and all worldwide copyrights, trade secrets, and other intellectual property rights therein, are the exclusive property of 123 Citizen and its licensors. 123 Citizen and its licensors reserve all rights in and to the Application not expressly granted to you in this EULA.

Term and Termination

This EULA and the license granted hereunder are effective on the date you first download the Application and shall continue unless this EULA is terminated. This EULA will terminate automatically without notice from 123 Citizen if you fail to comply with any terms of this EULA. You may terminate this EULA effective immediately upon written notice to 123 Citizen. Upon termination of this EULA, the license granted hereunder will terminate, and you must stop all use of the Application, but the terms of Sections 2 and 3 through 10 (inclusive) will remain in effect after any such termination.

Warranty Disclaimer

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, 123 Citizen PROVIDES THE APPLICATION “AS-IS” AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. 123 Citizen DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE APPLICATION. 123 Citizen MAKES NO WARRANTY THAT THE APPLICATION WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, (A) 123 Citizen WILL NOT BE LIABLE TO YOU FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE APPLICATION OR THIS EULA, EVEN IF 123 Citizen HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) 123 Citizen’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE APPLICATION AND THIS EULA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 123 Citizen DISCLAIMS ALL LIABILITY OF ANY KIND OF 123 Citizen’S SUPPLIERS.

Export Compliance

The Application and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Application and related technology, as may be required. You will indemnify and hold 123 Citizen harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including, but not limited to, attorney’s fees) arising from or relating to any breach by you of your obligations under this section.

General

Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment or transfer shall be void and without effect. 123 Citizen may freely assign this EULA. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA. Any notice to you may be provided by email to the address you have registered with 123 Citizen. 123 Citizen will have no responsibility to provide maintenance or support services with respect to the Application. If any provision of this EULA is unenforceable, such provision will be interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. All waivers by 123 Citizen will be effective only if in writing. Any waiver or failure by 123 Citizen to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the Application contains valuable trade secrets and proprietary information of 123 Citizen, that any actual or threatened breach of Section 2 of this EULA will constitute immediate, irreparable harm to 123 Citizen for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. This EULA and the Terms constitute the final, complete, and exclusive agreement between the parties regarding the Application and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

Changes

We may amend this EULA from time to time. If we make material changes to this EULA, we will notify you by posting the change on the 123 Citizen Service or sending you an e-mail at your primary email address, as specified in your Account. Any changes to this EULA will be effective immediately for new users of our Application; otherwise, these changes will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of a notice on the Services. You are responsible at all times for updating your Account to provide to us your most current e-mail address. If the last e-mail address that you have provided to us is not valid, or for any reason is not capable of delivering the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes. Continued use of our Application following notice of such changes shall indicate your acknowledgement of, and agreement to be bound by, such changes. Except as otherwise provided in this EULA, no amendment to this EULA will be valid unless in a writing hand-signed by the parties.

Questions or Additional Information

If you have questions regarding this EULA, or wish to obtain additional information, please send an e-mail to support@123citizen.com or write us at:

123 Citizen
310 S. Main St.
Suite 1050
Salt Lake City, UT 84101

Let me know if you need any other revisions!

iTunes Addendum:

General:
The following additional terms and conditions apply to you if you are using the Application from iTunes. To the extent the other terms and conditions of this EULA are less restrictive than, or otherwise conflict with, the terms and conditions of this Addendum, the more restrictive or conflicting terms and conditions in this Addendum apply, but solely with respect to the Application from iTunes.

Acknowledgement:

123 Citizen and you acknowledge that this EULA is concluded between 123 Citizen and you only, and not with Apple, and 123 Citizen, not Apple, is solely responsible for the Application and the content thereof. To the extent this EULA provides for usage rules for the Application that are less restrictive than the usage rules set forth for the Application in, or otherwise is in conflict with, the iTunes Terms of Service, the more restrictive or conflicting Apple term applies.

Scope of License:

The license granted to you for the Application is limited to a non-transferable license to use the Application on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the iTunes Terms of Service.

Maintenance & Support:

123 Citizen is solely responsible for providing any maintenance and support services with respect to the Application, as specified in this EULA (if any), or as required under applicable law. 123 Citizen and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

Warranty:

123 Citizen is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be 123 Citizen’s sole responsibility.

Product Claims:

123 Citizen and you acknowledge that 123 Citizen, not Apple, is responsible for addressing any claims of you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This EULA does not limit 123 Citizen’s liability to you beyond what is permitted by applicable law.

Legal Compliance:

You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Developer Name & Address:

As provided in Section 10 of the EULA.

Third Party Terms of Agreement:

You must comply with applicable third-party terms of agreement when using the Application.

Third Party Beneficiary

123 Citizen and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary thereof.