MOBILE APPLICATION END-USER LICENSE AGREEMENT (EULA)
PLEASE READ THIS MOBILE APPLICATION END-USER LICENSE AGREEMENT ("EULA
AGREEMENT") CAREFULLY, BEFORE COMPLETING THE DOWNLOAD OR INSTALLATION PROCESS OR USING THE APPLICATION, AS
IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
Last Revised: 2023-02-12 22:13:25
1. OVERVIEW
This EULA agreement is a binding agreement, entered into by and between GraduDate,
registered address 1626 246 Stewart Green SW, Calgary, Alberta, T3H3C8, CA ("GraduDate") and you,
and is made effective as of the date you download, install or use the Application GraduDate
("Application") or from the date of your electronic acceptance.
This EULA agreement sets forth the general terms and conditions of your use of the
Application, provides a license to use GraduDate Application and contains liability disclaimers. This EULA
agreement’s terms also apply to any Application update, upgrade, internet-based service, and support service
for the Application. Whether you are acquiring Application directly from GraduDate or through GraduDate
authorized reseller your electronic acceptance of this EULA agreement signifies that you have read,
understand, acknowledge, and agree to be bound by this EULA agreement.
The terms "we", "us" or "our" shall refer to
GraduDate. The terms "you", "your", or "User" shall refer to any individual or
entity who accepts this EULA agreement, uses our Application, or has access to our Application.
GraduDate may, in its sole and absolute discretion, change or modify this
Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or
modifications shall be effective immediately upon posting. Your use of this Application after such changes
or modifications have been made shall constitute your acceptance of this EULA agreement as last revised.
BY DOWNLOADING /INSTALLING /USING THE APPLICATION YOU ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTAND THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA AGREEMENT AS LAST REVISED,
DO NOT DOWNLOAD, INSTALL, USE (OR CONTINUE TO USE) OUR APPLICATION.
2. ELIGIBILITY
Our Application is available only to Users who can form legally binding contracts
under the applicable law. By downloading or using this Application, you represent and warrant that you are
(i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding
contracts under applicable law, and (iii) are not a person barred from purchasing or using the Application e
under the laws of the Canada or other applicable jurisdiction.
If you are entering into this EULA agreement on behalf of a company or any
corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity
to the terms and conditions contained in this EULA agreement, in which case the terms “you”, “your”, or
“User” shall refer to such corporate entity. If you do not have such authority or if you do not agree with
the terms and conditions of this EULA agreement, do not install or use the Application, and you must not
accept this EULA agreement. If, after your electronic acceptance of this Agreement, GraduDate finds that you
do not have the legal authority to bind such a corporate entity, you will be personally responsible for the
obligations contained in this EULA agreement.
3. LICENSE GRANT
Subject to the terms of this EULA Agreement GraduDate hereby grants you a personal,
revocable, worldwide, non-exclusive, non-sublicensable, and non-transferable license to use the GraduDate
Application on your own, non-commercial use devices in accordance with the terms of this EULA agreement. The
Application is being licensed to you and you hereby acknowledge that no title or ownership of the
Application is being transferred or assigned to you and this EULA agreement is not to be construed as a sale
of any rights of the Application.
You are permitted to load the GraduDate Application (for example on a mobile,
tablet or laptop) under your control. You are responsible for ensuring your device meets the minimum
requirements of the GraduDate Application.
4. RESTRICTIONS
Without first obtaining the express written consent of GraduDate, you may not
assign your rights and obligations under this EULA agreement, or redistribute, encumber, sell, rent, lease,
sublicense or in other way transfer your rights to the Application.
You are not permitted to:
- edit, modify, alter, adapt, or otherwise change the whole or any part of the GraduDate Application nor
permit the whole or any part of the Application to be combined with or become incorporated in any other
Application or any software, nor decompile, disassemble or reverse engineer the Application or attempt to do
any of the listed actions,
- copy, reproduce, duplicate, resell or distribute in any medium any part of the Application, except where
expressly authorized by GraduDate,
- remove or alter GraduDate trademarks or logos or legal notices included in the Application or related
assets,
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights
management, or security features in or protecting the Application,
- use the service to try to gain unauthorized access to any service, data, account or network by any means,
- use the Application in any way which breaches any applicable local, national or international law,
- use the Application for any purpose that GraduDate, considers is a breach of this EULA agreement.
GraduDate reserves the right to determine in its sole discretion what kind of conduct
is considered to be in violation of the terms of this EULA agreement.
By using our Application you acknowledge and agree that your use of the Application,
including any content you submit, will comply with this EULA agreement and all applicable local, state, national
and international laws, rules, and regulations.
5. INTELLECTUAL PROPERTY
No part of this EULA agreement is or should be interpreted as a transfer of
intellectual property rights. GraduDate shall retain ownership of the Application as originally downloaded
by you and all subsequent downloads of the Application by you. The Application (and the copyright, and other
intellectual property rights of whatever nature in the Application, including any modifications made
thereto) are and shall remain the property of GraduDate.
In addition to the general rules above, the provisions in this Section apply
specifically to your use of GraduDate content used in the Application (GraduDate content). GraduDate content
used in this Application, including without limitation the text, scripts, source code, API, graphics,
photos, sounds, music, videos, and interactive features and the trademarks, service marks, and logos
contained therein, are owned by or licensed to GraduDate in perpetuity, and are subject to copyright,
trademark, and/or patent protection.
GraduDate content is provided to you “as is”, “as available” and “with all faults”
for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced,
distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes
whatsoever without the express prior written consent of GraduDate. No right or license under any copyright,
trademark, patent or other proprietary right or license is granted by this EULA agreement.
6. COLLECTION AND USE OF YOUR INFORMATION
You acknowledge that when you download, install, or use the Application, GraduDate
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. All information we collect through or in connection with this Application is
subject to our
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 the Privacy Policy.
7. UPDATES
GraduDate 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 GraduDate 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:
- the Application will automatically download and install all available Updates; or
- 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.
8. GRADUDATE USE OF USER CONTENT
The Application may allow you to create content such as videos, data, photographs,
messages, graphics, text, and other information (“User Content”), and to share such User Content with
GraduDate or with other applications, sites, including social networking sites, as you may designate.
The provisions in this Section apply specifically to GraduDate use of User Content
posted to or through the Application.
You shall be solely responsible for any and all of your User Content or User
Content that is submitted by you, and the consequences of, and requirements for, distributing it. You agree
that any User Content that you share does not and will not violate third-party rights of any kind, including
and without limitation any Intellectual Property Rights or rights of publicity and privacy.
With Respect to User Content, by posting or publishing User Content to or through
the Application, you authorize Company to use the intellectual property and other proprietary rights in and
to your User Content to enable inclusion and use of the User Content in the manner contemplated by this
Application and this EULA agreement.
By creating User Content through GraduDate Application, you hereby grant GraduDate
a worldwide, non-exclusive, royalty-free, sub-licensable, irrevocable, and transferable license to use,
reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User
Content in connection with this Application, including without limitation for promoting and redistributing
all or part of this Application in any media formats and through any media channels without restrictions of
any kind and without payment or other consideration of any kind, or permission or notification, to you or
any third party. You also hereby grant each User of this Application a non-exclusive license to access your
User Content through this Application, and to use, reproduce, distribute, prepare derivative works of,
combine with other works, display, and perform your User Content as permitted through the functionality of
this Software and under this EULA agreement.
The above licenses granted by you in your User Content terminate within a
commercially reasonable time after you remove or delete your User Content from this Application. You
understand and agree, however, that GraduDate may retain (but not distribute, display, or perform) server
copies of your User Content that have been removed or deleted. The above licenses granted by you in your
User Content are perpetual and irrevocable.
GraduDate generally does not pre-screen User Content but reserves the right (but
undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with
this EULA agreement. GraduDate may remove any item of User Content if it violating this EULA agreement, at
any time and without prior notice.
9. DOWNLOADING THE APPLICATION FROM THE APPLE
APP STORE
The following applies to the Application accessed through or downloaded from the
Apple App Store (“App Store Sourced Application”):
- You acknowledge and agree that (i) this EULA agreement is concluded between you and GraduDate only, and
not Apple; and (ii) GraduDate, not Apple, is solely responsible for the App Store Sourced Application
and content thereof. Your use of the App Store Sourced Application must comply with the Apple App Store
Terms of Service.
- You will use the App Store Sourced Application only (i) on an Apple-branded product that runs iOS
(Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in
the Apple App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services
with respect to the App Store Sourced Application.
- In the event of any failure of any App Store Sourced Application to conform to any applicable warranty,
you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to
you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation
whatsoever with respect to the App Store Sourced Application. As between GraduDate and Apple, any other
claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any
warranty will be the sole responsibility of GraduDate.
- You and GraduDate acknowledge that, as between GraduDate and Apple, Apple is not responsible for
addressing any claims you have or any claims of any third party relating to the App Store Sourced
Application in your possession and use of the App Store Sourced Application, including but not limited
to (i) product liability claims; (ii) any claim that an App Store Sourced Application fails to conform
to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or
similar legislation.
- You and GraduDate acknowledge that, in the event of any third party claim that an App Store Sourced
Application or your possession and use of that App Store Source Application infringes that third party’s
intellectual property rights, as between GraduDate and Apple, GraduDate, not Apple, will be solely
responsible for the investigation, defense, settlement and discharge of any such intellectual property
infringement claim to the extent required by this EULA agreement.
- You and GraduDate, acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries
of this EULA agreement and that upon your acceptance of this EULA agreement, Apple will have the right
(and will be deemed to have accepted the right) to enforce this EULA agreement.
- By using the App Store Sourced Application 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.
- Without limiting any other terms of this EULA agreement, you must comply with all applicable third-party
terms of agreement when using the App Store Sourced Application.
10. DISCLAIMER OF WARRANTIES
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY GraduDate, APPLICATION IS
PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” AND DEFECTS AND GraduDate, MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, IN FACT, OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OTHER THAN AS SET FORTH IN THIS EULA
AGREEMENT.
GraduDate MAKES NO WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT ON
THIS APPLICATION AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. GraduDate MAKES NO WARRANTIES THAT
THE OPERATION OF THE APPLICATION WILL BE SECURE, ERROR-FREE, OR FREE FROM INTERRUPTION.
NO ORAL OR WRITTEN ADVICE PROVIDED BY GraduDate OR ANY AUTHORIZED REPRESENTATIVE OR
THIRD PARTY SHALL CREATE A WARRANTY. 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.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS EULA AGREEMENT OR
YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL GraduDate,
ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY
OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING ANY DAMAGES THAT MAY RESULT FROM (I) THIS AGREEMENT, (II) THE ACCURACY, COMPLETENESS,
OR CONTENT ON THIS APPLICATION, (III) OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE
APPLICATION, WHEATHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF GraduDate OR ANY
OTHER PARTY, EVEN IF GraduDate IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL
INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC
STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS
OF LIABILITY MAY NOT APPLY TO YOU. IN NO EVENT SHALL GraduDate’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES
(EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION. THIS
LIMITATION APPLIES, BUT IT IS NOT LIMITED TO ANYTHING RELATED TO THE APPLICATION, SERVICES, OR CONTENT MADE
AVAILABLE THROUGH THE APPLICATION. YOU AGREE THAT THE PROVISIONS IN THIS EULA AGREEMENT THAT LIMIT LIABILITY
ARE ESSENTIAL TERMS OF THIS EULA AGREEMENT.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED
BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS EULA AGREEMENT.
12. INDEMNITY
You agree to protect, defend, indemnify and hold harmless GraduDate and its
officers, directors, employees, agents from and against any and all claims, demands, costs, expenses,
losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable
attorneys’ fees) imposed upon or incurred by GraduDate directly or indirectly arising from (i) your use of
the Application; (ii) your violation of any provision of this Agreement; and/or (iii) your violation of any
third-party right, including without limitation any intellectual property or other proprietary rights. The
indemnification obligations under this section shall survive any termination or expiration of this Agreement
or your use of Application.
13. AVAILABILITY OF APPLICATION
Subject to the terms and conditions of this Agreement and our policies, we shall
use commercially reasonable efforts to attempt to provide this Application on 24/7 basis. You acknowledge
and agree that from time to time this Application may be inaccessible for any reason including, but not
limited to, periodic maintenance, repairs or replacements that we undertake from time to time, or other
causes beyond our control including, but not limited to, interruption or failure of telecommunication or
digital transmission links or other failures.
You acknowledge and agree that we have no control over the availability of this
Application on a continuous or uninterrupted basis and that we assume no liability to you or any other party
with regard thereto.
14. TERMINATION
This EULA agreement is effective from the date you first download, install or use
the Application and shall continue until terminated. You may terminate this Agreement by deleting the
Application and all copies thereof from your Mobile Device.
This EULA agreement will also be terminated immediately if you fail to comply with
any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will
immediately terminate and you agree to stop all access and use of the Application. The provisions that by
their nature continue and survive will survive any termination of this EULA agreement.
GraduDate reserves the right to cease offering or providing Application at any
time, for any or no reason, and without prior notice. Although GraduDate makes a great effort to maximize
the lifespan of the Application, it might be, that the Application we offer will be discontinued. If that is
the case, this EULA agreement will be terminated, and the Application will no longer be supported by
GraduDate.
Upon termination, all rights granted to you under this EULA agreement will also
terminate and you must cease all use of the Application and delete all copies of the Application from your
Mobile Device and account.
15. COMPLIANCE WITH LOCAL LAWS
GraduDate makes no representation or warranty that all the content available on
this Application is appropriate in every country or jurisdiction and use of this Application from countries
or jurisdictions where its content is illegal is prohibited. Users who choose to use this Software are
responsible for compliance with all local laws, rules, and regulations.
16. GOVERNING LAW
This EULA agreement and any dispute or claim arising out of or in connection with
it or its subject matter or formation shall be governed by and construed in accordance with the laws of
Canada, to the exclusion of conflict of law rules.
17. TITLES AND HEADINGS
The titles and headings of this EULA agreement are for convenience and ease of
reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as
otherwise set forth herein.
18. 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.
19. SEVERABILITY
Each covenant and agreement in this EULA agreement shall be construed for all
purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds
any provision (or portion of a provision) of this EULA agreement to be illegal, invalid, or otherwise
unenforceable, the remaining provisions (or portions of provisions) of this EULA agreement shall not be
affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
20. CONTACT INFORMATION
If you have any questions about this EULA agreement, please contact us by email or
regular mail at the following address:
GraduDate
1626 246 Stewart Green SW, Calgary, Alberta, T3H3C8
info@gradudate.app