The effective date of these Terms of Use (“Terms”) is September 8, 2014.

PLEASE READ THESE TERMS OF USE CAREFULLY, BECAUSE THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING OR USING THIS APP (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS BELOW AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OR INSTALL THE APP.

These Terms apply to the VOICE Crisis AlertTM mobile application created by Mast for Apple iOS, Android Operating System and/or any other third party operating system that reference or post a link to these Terms whether accessed via computer, mobile device, or otherwise (“App”). The App is owned or controlled by Mast Therapeutics, Inc. (“Mast,” “we” or “us”), and Mast is the commercial operator of this App, although software, hosting, and other functions and content may be provided by Mast’s service providers or other companies affiliated with Mast or by companies that are merely in a business relationship with Mast. These Terms constitute a binding agreement between Mast and you, and they govern your use of the App. By accessing, downloading, and/or using the App, you accept and agree to be legally bound by these Terms.

Through the App, we may offer a special program or feature that has its own terms and conditions that apply in addition to these Terms, each of which is governed by the terms and conditions applicable to that specific program or feature (“Additional Terms”). In such cases, the Additional Terms specific to the special program or feature control to the extent there is a conflict with these Terms.

If you are accessing the App within Apple Inc.’s (“Apple“) App Store for use on compatible devices (“Apple Platform”), Google Inc.’s (“Google”) Play for use on compatible devices (“Google Platform”), or another third party app store for use on compatible devices, as applicable (collectively, with the Apple Platform and Google Platform, “Third Party Platforms”), you and Mast acknowledge that these Terms are entered into between you and Mast and that the applicable third party (e.g., Apple, Google) is not a party to these Terms. Neither Apple, Google, nor any other third party operating system provider is a sponsor of any Mast program, product, or service, nor do they otherwise endorse this App or any Mast program, product, or service.

Mast reserves the right to amend or replace any of these Terms, or change, suspend or discontinue the App (including, without limitation, the availability of any feature or App Content (defined below)) at any time in its sole discretion and without any notice to you (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them within the App or at http://crisisvoice.com/voice-app-terms/. It is your responsibility to review these Terms periodically for any changes before using the App. Your use of the App (or other conduct as we may reasonably specify) following the posting of any Updated Terms will signify your assent to and acceptance of the Updated Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the App from that point forward.

You are only authorized to use the App if you agree to abide by all applicable laws and to these Terms. Please read these Terms carefully. If you do not agree to these Terms, do not use or download the App.

THE APP DOES NOT PROVIDE MEDICAL SERVICES OR ADVICE. WE PROVIDE THE APP FOR INFORMATIONAL PURPOSES ONLY AND THE APP DOES NOT CONTAIN OR CONSTITUTE ANY MEDICAL ADVICE OR OPINION. YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS OR ACTIONS RESULTING FROM YOUR USE OF THE APP, INCLUDING, BUT NOT LIMITED TO, ANY DECISION TO SEEK OR REFRAIN FROM SEEKING ANY ADVICE OR TREATMENT BY A MEDICAL PROFESSIONAL. SEE BELOW UNDER “HEALTH DISCLAIMER.”

TABLE OF CONTENTS

1. Permission to Use App; Mast’s Intellectual Property Rights; Ownership of App Content

2. App Access and Removal

3. Links to Third Party Sites

4. Code of Conduct

5. User Interactions and Disputes

6. Procedure for Reporting Violations of These Terms and Intellectual Property Violations

7. Modifications to the App

8. Health Disclaimer

9. Warranty Disclaimer

10. Limitation of Liability

11. Indemnification

12. Termination

13. Delays in Services; Force Majeure

14. Assignment

15. General

16. Location of App and Territorial Restrictions

17. Governing Law; Disputes

18. Third Party Beneficiary & Intellectual Property

19. Entire Agreement

 

 


1. Permission to Use App; Mast’s Intellectual Property Rights; Ownership of App Content

Mast hereby grants you permission to use the App and App Content (as defined below) as set forth in these Terms, provided that: (a) your use of the App and App Content as permitted is solely for your personal and noncommercial use; (b) you will not copy or distribute any part of the App or App Content in any medium without Mast’s prior written authorization; (c) you will not alter or modify any part of the App other than as may be reasonably necessary to use the App for its intended purpose; (d) you will not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the App or reverse engineer, decompile, reverse assemble, modify, or attempt to discover any source code associated with the App; (e) you will otherwise comply with these Terms; and (f) when used on a Third Party Platform, you will use the App and App Content only as permitted by the usage rules set forth in the respective Third Party Platform terms of service or terms of use. If you are using the App via the Apple Platform, you acknowledge that Mast, and not Apple, is responsible for the App and Content.

The content on the App, including without limitation the text, graphics, and photos created by and for Mast, interactive features, past, present and future versions of the App, content available for download, domain names, source and object code, and the “look and feel” of the App (“App Content“) and the trademarks, service marks, trade names, designs, symbols, and other designations and combinations of the preceding items that are used to identify or distinguish Mast, its business, services, community, and/or products, or Mast’s affiliates, licensors, or customers, including without limitation all logos and all products and designs and features (collectively, the “Marks“), are the valuable, exclusive property of Mast or its affiliates, licensors, or customers, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Nothing in these Terms will be construed as transferring or assigning any ownership rights in such property to you or any other person or entity. You have a limited, non-exclusive, revocable, non-assignable, and non-transferable license to use the App and to download, view, and/or use one copy of the App Content on any single computer or other device for your personal, non-commercial use only, as long as you comply with these Terms or until Mast terminates these Terms or your access rights. App Content is provided to you AS IS for your information and personal use only. You may not use, copy, alter, adapt, reproduce, display, distribute, transmit, broadcast, sell, license, publish, rent, lease, sublicense, transfer, or otherwise exploit the App Content or the Marks for any purpose whatsoever without the prior written consent of Mast or as expressly provided in these Terms. You agree that: (a) you will not use the App Content in a manner that suggests an association with any of our products, services, or brands; (b) you will make no modifications to the App Content; and (c) you will not insert any code or product to manipulate the App Content in any way that affects any user’s experience. Mast reserves all rights not expressly granted in and to the App, the Marks, and the App Content.

You may not remove, alter, or obscure any copyright, legal, or proprietary notice in or on any portion of the App. You agree to not circumvent, disable, or otherwise interfere with security related features of the App or features that prevent or restrict use or copying of any App Content or enforce limitations on use of the App or the App Content. You are solely responsible for the accuracy and completeness of any information you enter into the App.

You agree not to collect or use any personally identifiable information (“Personal Information”), including without limitation usernames or email addresses, from the App, and not to use the communication systems provided by the App for any commercial solicitation purposes, including without limitation to solicit any users of the App.

In addition, the App may not be used to solicit business or promote your business ventures or to promote the businesses of any third party. You may not advertise or promote a product or service. You may not use the App to raise money for anyone or for a pyramid or other multi-tiered marketing scheme. You agree that you will not monetize any portion of the App.

You must not and agree not to: (a) interfere with or disrupt the App or any App servers or networks; or (b) intentionally or unintentionally violate any applicable local, state, national, or international laws and any regulations having the force of law. You agree that you will not access or otherwise use the App in any unlawful manner, for any unlawful purpose, or in violation of these Terms. If you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

You agree to use the App legitimately, honestly, and in accordance with these Terms, any Updated Terms and other applicable terms (collectively, “Applicable Terms”). You understand that your access to the App may (in our sole discretion) be terminated or forfeited without any liability to you if you use the App in a fraudulent manner or do not use the App legitimately, honestly, and in accordance with the Applicable Terms. We reserve the right to review your activity in connection with the App to identify such actions.

Any unauthorized use or accessing of the App or the App Content is prohibited.

2. App Access and Removal

By accessing the App, you agree to take responsibility for all activities that occur during your use, and accept all risks of unauthorized access. Mast reserves the right to terminate or otherwise deny you access to the App in its sole discretion for any or no reason, without notice and without liability.

By using the App, you affirm that you are a legal resident of one (1) of the fifty (50) United States or the District of Columbia, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. Neither Mast nor its licensors will have any responsibility to provide you with alternate access to the App if your access is interrupted due to a breakdown or failure of your equipment. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or similar technological devices or programs, that access the App in a manner that sends more request messages to the Mast servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.

No part of the App should be deemed a confidential community. If you misplace or lose your mobile or other device or it is stolen from you, others may be able to access the App and view or share the information you have entered into the App. Similarly, if you choose to share information from the App with others, those third parties will have access to and the ability to further share your information with others. We have no control over how such persons will use or make available to others the information you share through the App.

You acknowledge and agree that the App may access and use your mobile or other device and may set or change settings on your mobile or other device in connection with the App’s operation.

Removal of the App from your mobile or other device may be completed via the standard application deletion process. Please contact or see instructions from your device manufacturer, carrier, or applicable platform provider for deletion.

3. Links to Third Party Sites

The App, or communications you receive from the App, may contain links to third party web sites or online features, or other content that are not owned, controlled, or endorsed by Mast. Mast has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party programs. Accordingly, you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or online features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND THROUGH THE APP ARE SOLELY BETWEEN YOU AND THE THIRD PARTY AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. By using the App, you specifically release Mast from any and all liability arising from your use of any third party site or app.

4. Code of Conduct

By using the App, you are responsible for conducting yourself in compliance with all applicable laws, rules, and regulations, and agree to abide by any Additional Terms governing your behavior on the App that we may post on the App or at http://crisisvoice.com/voice-app-terms/. Further, if you are using the App on a Third Party Platform, you acknowledge and agree that your use of the App is also subject to the applicable third party terms of service. If you discuss Mast or the App or any element thereof, you agree to do so in an honest manner that reflects your actual experiences with the App; further, if you do so, applicable laws, rules, or regulations may require you to disclose any rewards or value you may be receiving from us. Regardless, you must not discuss or promote the App or Mast on third party web sites that prohibit such activity, including, without limitation, the Apple App Store, or falsely advertise or disseminate any information regarding Mast or the App.

5. User Interactions and Disputes

You are solely responsible for your interaction with other users of the App, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor disputes and take action associated with those disputes. Exercise common sense and your best judgment in your interactions with others when you share any personal or other information through the App.

6. Procedure for Reporting Violations of These Terms and Intellectual Property Violations

Mast reserves the right to investigate any violation of these Terms and to take any and all remedial action, if any, as it deems appropriate. Mast has the sole discretion to enforce these Terms, including, but not limited to, warning users of violations, disabling or suspending privileges and access, deleting, screening, or editing any content or prohibiting any behavior that does not comply with these Terms.

You may not use the App for any purpose or in any manner that infringes the rights of any third party. Mast encourages you to report any content on the App that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you think any user activity violates these Terms or infringes anyone’s legal rights, please notify Mast at the address identified below. We will take action if we believe that action is necessary and appropriate, in our sole discretion. To make a complaint regarding the App, please send an email to crisisvoice@gmail.com or by mail to Mast Therapeutics, Inc., Attn: Mobile App Services,12390 El Camino Real, Suite 150, San Diego, CA 92130. Your email must: (a) describe with reasonable detail the offending behavior; (b) identify the intellectual property right or other law, rule, or regulation that is being infringed or violated; and (c) provide information sufficient to permit Mast to contact you (e.g., email address, postal address, and/or fax number).

7. Modifications to the App

Mast reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the App (or any part thereof) with or without notice. Mast will not be liable to you or to any third party for any modification, suspension, or discontinuance of the App.

8. Health Disclaimer

Any statements or materials provided by the App have not been evaluated by the U.S. Food and Drug Administration. The App is not intended to diagnose, treat, cure or prevent any disease or condition, but to serve as an informational tool for you to use in support of your general health and well-being.

The information contained in the App or distributed to you by Mast is for informational purposes only and not intended to be a substitute for the advice of a medical professional. Information made available on or through the App should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition or to determine whether to seek or refrain from seeking any medical advice or treatment. If you require medical advice or services, you should consult with a qualified and licensed medical professional. Your use of the App does not create a doctor-patient relationship between you and Mast.

9. Warranty Disclaimer

You acknowledge that the App may contain inaccuracies and the Mast Parties (defined below) do not warrant the accuracy or suitability of the information for any particular purpose. The Mast Parties will not be liable for any errors, inaccuracies, or delays in content, or for any actions taken by you in reliance thereon. Mast does not guarantee the accuracy of or endorse the views or opinions given by any third parties or users of the App. The App may point to other web sites that may be of interest to you, however, Mast does not endorse or take responsibility for the content on such other sites.

YOU ACKNOWLEDGE THAT THE APP, INCLUDING, WITHOUT LIMITATION, THE APP CONTENT AND ANY SERVICES OFFERED BY MAST THROUGH THE APP, ARE PROVIDED TO YOU ON AN “AS IS, AS AVAILABLE, WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, MAST AND ITS PARENT, SUBSIDIARY COMPANIES, AFFILIATES, SUPPLIERS, SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS, AND THE EMPLOYEES, MANAGERS, OFFICERS, DIRECTORS, MEMBERS, REPRESENTATIVES, AGENTS, AND VENDORS OF EACH (COLLECTIVELY, THE “MAST PARTIES”) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, ANY WARRANTY OF QUIET ENJOYMENT, SYSTEM INTEGRATION OR FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE MAST PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE APP; (B) THE APP CONTENT; AND/OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO MAST OR VIA THE APP. FURTHER, THE MAST PARTIES DO NOT REPRESENT OR WARRANT: (A) THAT THE APP WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS; (B) THAT THE ACCESS OR USE OF THE APP WILL BE ERROR-FREE OR UNINTERRUPTED; (C) THAT DEFECTS WILL BE CORRECTED; (D) THAT THE APP OR THE SERVER THAT MAKES THE APP AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES; (E) THE ACCURACY OF ANY DATA OR INFORMATION IN OR PROCESSED WITH THE APP OR THE RESULTS OF ANY SUCH PROCESSING; OR (F) THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE APP IS ACCURATE, COMPLETE, OR USEFUL.

BY ACCESSING OR USING THE APP YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE APP. YOU ACKNOWLEDGE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK. THE MAST PARTIES DO NOT WARRANT THAT YOUR USE OF THIS APP IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MAST PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.

THE MAST PARTIES DO NOT ENDORSE CONTENT PROVIDED BY THIRD PARTIES, AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY THIRD PARTY CONTENT OBTAINED THROUGH THE APP.

ANY DOWNLOADING OR USE OF ANY CONTENT OR MATERIAL VIA THE APP IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL. YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL DEVICE HARDWARE, SOFTWARE AND DATA/INTERNET ACCESS NEEDED TO ACCESS AND USE THE APP, AND FOR PAYING ALL RELATED CHARGES. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APP.

IN THE EVENT OF ANY FAILURE OF THE APP TO CONFORM TO ANY WARRANTY NOT EFFECTIVELY DISCLAIMED IN THESE TERMS, YOU MAY, IF YOU ARE USING THE APP ON THE APPLE PLATFORM, NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE FOR THE APP TO YOU (IF ANY); AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE AND MAST 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 A WARRANTY NOT EFFECTIVELY DISCLAIMED IN THESE TERMS WILL BE MAST’S SOLE RESPONSIBILITY. NOTWITHSTANDING THE FOREGOING, MAST AND YOU ACKNOWLEDGE THAT APPLE (IF YOU ARE USING THE APP ON THE APPLE PLATFORM) HAS NO OBLIGATION TO FURNISH ANY MAINTENANCE AND SUPPORT SERVICES WITH RESPECT TO THE APP.

IF YOU ARE USING THE APP ON THE APPLE PLATFORM OR ANY OTHER THIRD PARTY PLATFORM, THEN NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AND SUBJECT TO THESE TERMS, MAST AND YOU ACKNOWLEDGE THAT, AS BETWEEN ANY THIRD PARTY AND MAST, MAST IS RESPONSIBLE FOR ADDRESSING ANY CLAIMS YOU MAY HAVE RELATING TO THE APP OR YOUR POSSESSION AND/OR USE OF THE APP, INCLUDING, BUT NOT LIMITED TO: (A) PRODUCT LIABILITY CLAIMS; (B) ANY CLAIM THAT THE APP FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (C) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.

10. Limitation of Liability

THE MAST PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, LIABILITY, COST, OR EXPENSE OF ANY KIND SUFFERED OR INCURRED IN CONNECTION WITH THE USE OF OR PARTICIPATION IN THE APP, THIRD PARTY CONTENT, OR THE APP CONTENT.

YOU AGREE THAT THE MAST PARTIES WILL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE APP FOR ANY PURPOSE WHATSOEVER, EVEN IF MAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE PROVISIONS, IF THERE WILL AT ANY TIME BE OR ARISE ANY LIABILITY ON THE PART OF THE MAST PARTIES BY VIRTUE OF THESE TERMS OR BECAUSE OF THE RELATIONSHIP THEREBY ESTABLISHED, WHETHER DUE TO THE NEGLIGENCE OF MAST OR OTHERWISE, SUCH LIABILITY IS AND WILL BE LIMITED TO $10.00, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. THIS LIABILITY WILL BE COMPLETE AND EXCLUSIVE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE MAST PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

YOU ACKNOWLEDGE AND AGREE THAT MAST WILL USE REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON OR ARE PASSED THROUGH THE APP. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND HEREBY HOLD MAST HARMLESS) FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION ON YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE, BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF MAST’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY PROPERTY, PRODUCT, SERVICE, OR OTHER APP CONTENT OWNED OR CONTROLLED BY THE MAST PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCTS, SERVICES, OR OTHER APP CONTENT OWNED OR CONTROLLED BY THE MAST PARTIES.

YOU ACKNOWLEDGE THAT MAST WILL NOT BE LIABLE FOR THIRD PARTY CONTENT OR FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

BY ACCESSING THE APP, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11. Indemnification

YOU HEREBY AGREE TO INDEMNIFY, DEFEND (IF REQUESTED BY MAST), AND HOLD HARMLESS THE MAST PARTIES FOR AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DAMAGES, COSTS, INVESTIGATIONS, LIABILITIES, JUDGMENTS, SETTLEMENTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO: (A) YOUR ACCESS TO AND USE OF THE APP; (B) YOUR INFORMATION; (C) YOUR BREACH OR ANTICIPATORY BREACH OF THESE TERMS; (D) YOUR VIOLATION OF ANY LAWS, RULES, REGULATIONS, CODES, STATUTES, ORDINANCES, OR ORDERS OF ANY GOVERNMENTAL AND QUASI-GOVERNMENTAL AUTHORITIES, INCLUDING, WITHOUT LIMITATION, ALL REGULATORY, ADMINISTRATIVE, AND LEGISLATIVE AUTHORITIES; (E) INFORMATION OR MATERIAL TRANSMITTED THROUGH YOUR COMPUTER OR MOBILE DEVICE, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES, VIOLATES OR MISAPPROPRIATES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY, OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; (F) ANY MISREPRESENTATION MADE BY YOU; OR (G) THE MAST PARTIES’ USE OF YOUR INFORMATION AS PERMITTED UNDER THESE TERMS, THE PRIVACY POLICY, OR ANY WRITTEN AGREEMENT BETWEEN YOU AND MAST. You will cooperate as fully required by the Mast Parties in the defense of any claim. The Mast Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not, in any event, settle any claim without the prior written consent of a duly authorized employee of the Mast Parties.

12. Termination

Mast may, without liability or prior notice, immediately terminate access to the App in its sole discretion for any reason. Further, you agree that all terminations for cause will be made in Mast’s sole discretion and that Mast will not be liable to you or any third party for any termination of your access to the App. THE PROVISIONS CONTAINED IN THE LIMITATION OF LIABILITY SECTION AND INDEMNIFICATION SECTION, AND IN OTHER SECTIONS THAT WOULD BY THEIR NATURE SURVIVE THE TERMINATION OF THESE TERMS, WILL SURVIVE TERMINATION OF THESE TERMS. Termination, suspension, or cancellation of these Terms or your access to the App will not affect any right or relief to which Mast may be entitled, at law or in equity. Upon termination of these Terms, all rights granted to you will automatically terminate and immediately revert to Mast and its licensors. Any violation of these Terms may be referred to law enforcement authorities.

13. Delays in Services; Force Majeure

Any delays in or failure of performance by the Mast Parties will not give rise to any claims for damages, or any loss or liability, if and to the extent caused by interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, or occurrences beyond Mast’s control, including but not limited to acts of any governmental authority, weather, fire, floods, explosions, acts of God, strikes, or other concerted acts of workers, riots, armed conflicts, acts of war, or sabotage. Mast will have no responsibility to provide you access to the App while interruption of the App due to any such or similar cause will continue.

14. Assignment

These Terms, and any rights and licenses granted hereunder, may not be assigned, transferred, delegated, or sublicensed by you, but may be assigned, transferred, delegated, and sublicensed by Mast without restriction.

15. General

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Mast’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. The section titles are inserted only as a matter of convenience and have no legal or contractual effect. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. You agree that these Terms will not be construed against Mast by virtue of Mast having drafted them. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed to access and use the App. You also agree to comply with all rules, laws, and regulations that are applicable to your use of the App, including, without limitation, those governing your transmission or use of any software or data.

16. Location of App and Territorial Restrictions

Unless otherwise specified, the App is presented solely for legal residents of the fifty (50) United States and the District of Columbia. The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Mast to any registration requirement within such jurisdiction or country. Mast makes no representations or warranties that the information, products, or services contained on the App are appropriate for use or access outside of the fifty (50) United States or the District of Columbia. Anyone using or accessing the App from other locations does so on their own initiative and is responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the App or any portion of the App, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.

Software related to or made available by this App may be subject to United States export controls. Thus, no software from this App may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this App, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

17. Governing Law; Disputes

These Terms are governed by the laws of the State of California without reference to the principles of conflicts of laws thereof. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods. Any disputes pertaining to these terms of use shall be submitted to arbitration, which shall be the exclusive means for resolving any such disputes. Such arbitration shall be conducted by JAMS in accordance with its Arbitration Rules and Procedures then in effect. The arbitration shall be administered in the San Diego office of JAMS and the hearing shall be held in San Diego, California. The arbitrators will be selected from a panel of retired judges, will have familiarity with dispute resolution in the applicable industry and will not have a relationship of any sort with either party. Any costs associated with the arbitration shall be borne by the non-prevailing party. All decisions of the arbitrators shall be binding on both parties. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. Neither you nor Mast will participate in a class action or class-wide arbitration for any claims covered by these Terms. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY and agree that if the foregoing binding arbitration provision is determined for any reason to be unenforceable or inapplicable to a particular dispute, then such dispute shall be decided solely by a judge, without the use of a jury, sitting in a court of competent jurisdiction. This binding arbitration and jury trial waiver provision shall survive termination of these terms of use.

18. Third Party Beneficiary & Intellectual Property

If you are using the App via the App on the Apple Platform, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. If you are using the App via an App on the Apple Platform, you agree that if the App or your possession and use of the App infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claims.

19. Entire Agreement

These Terms, as amended from time to time, constitute the entire agreement that governs your use of the App and supersedes any prior agreements between you and Mast with respect to the subject matter of these Terms.