End User License Agreement


By downloading, installing or using this application or any portion thereof ("Application") and/or acknowledging and agreeing to the following within the Application, you agree to the following terms and conditions (the "Terms and Conditions") with OOHMS NY LLC d.b.a.: Walltime (the “Company”), the proprietor of the Application.


1. USE OF APPLICATION OR SERVICE; CONTENT

a. The Company grants you the non-exclusive, non-transferable, limited right and license to install and use this Application solely and exclusively to access the WallTime service offerings (the “Service”) for your personal use. These Terms and Conditions govern you use of the Application and  any videos, information, text, graphics, photos or other materials uploaded, downloaded or appearing on or through the Application or Service (“Content”). The Content you post, submit, display or transmit display will be able to be viewed by other users and through third party services and websites. You should only provide Content you are comfortable sharing with others under these Terms and Conditions.

b. You may not use the Application in any manner that could damage, disable, overburden, or impair the Application (or servers or networks connected to the Application), nor may you use the Application in any manner that could interfere with any other party's use and enjoyment of the Application (or servers or networks connected to the Application).

c. By submitting, posting or displaying Content on or through the Application or Service, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for the Company to provide, promote, and improve the Application and Service and to make Content displayed by or through the Application or Service available to other companies, organizations or individuals who partner with the Company for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by the Company or other companies, organizations or individuals who partner with the Company may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Application or Service. We may modify or adapt your Content in order to transmit, display or distribute it over computer networks, broadcast, projection and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You are responsible for your use of the Application or Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be syndicated, broadcast, projected, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. The Company will not be responsible or liable for any use of your Content by the Company in accordance with these Terms and Conditions. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

d. All Content, whether or not publicly displayed or transmitted, is the sole responsibility of the person who originated such Content. We may, but are not required to monitor or control the Content displayed via the Application or Service and we cannot take responsibility for such Content. Any use or reliance on any Content or materials displayed via the Application or Service or obtained by you through the Application or Service is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications displayed via the Application or Service or endorse any opinions expressed via the Application or Service. You understand that by using the Application, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, Content that have been mislabeled or is otherwise deceptive. Under no circumstances will the Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content displayed, emailed, transmitted or otherwise made displayed via the Application or Service or broadcast elsewhere.

e. We reserve the right at all times (but will not have an obligation) to remove or refuse to display any Content via the Application or Service, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms and Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of the Company, its users and the public. The Company respects the intellectual property rights of others and expects users of the Application or Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. We reserve the right to remove or reject Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, the Company will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement displayed via the Application or Service is:

Copyright Agent – OOHMS NY LLC
Email: info@oohms.com


2. PROPRIETARY RIGHTS

You acknowledge that (a) the Application contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Company and/or third parties own all right, title and interest in and to the Application and Service, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Application or Service that may be presented or accessed through the Application for any purpose, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality, if any) contained in the Application, (iii) use the Application to access, copy, transfer, transcode or retransmit Content in violation of any law or third party rights, or (iv) remove, obscure, or alter the Company's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Application or Service.


3. THE COMPANY'S PRIVACY POLICY

When you sign up for the Service using the Application, the Company only collects the name and email address you provide. After you install the Application, the Company collects data regarding the type of device (cellular phone/tablet), and information concerning your use of the Application (including permissions granted with respect to third party services interfacing with the Application). None of this data will be shared with any third parties other than as set forth in our Privacy Policy (as set forth at www.walltime.com/privacy). If any of the foregoing data usage practices change, the Company will update its Privacy Policy accordingly; accordingly you should review the Privacy Policy from time to time.

Except as set forth in the Privacy Policy, the Company does not give away or sell any personally identifiable information (“PII”). However, the Company may give away, license or sell information from you that is anonymized or aggregated without disclosing your personal identity.

The Company may collect and use content submitted by clients for promotional purposes on behalf of itself.

You may receive marketing emails or texts, promotions or other messages from the Company on behalf of itself or third parties in connection with the Service and understand that you will be subject to your mobile service provider's standard rates for the receipt of such materials. You consent to the receipt of such messages and materials as part of the Service. The Company is not responsible for the content of any messages sent by the Company on a third party's behalf and does not make any representations regarding the content or accuracy of such messages.

The Company may disclose information about the Application's users (including PII) if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:

  • Respond to a legal process (e.g., subpoenas, court orders)
  • Respond to claims that any content provided by a user violates the rights of third parties
  • Enforce these Terms and Conditions
  • Protect the rights, property or personal safety of the Company, its users or the general public

4. U.S. GOVERNMENT RESTRICTED RIGHTS

This Application, related materials and documentation have been developed entirely with private funds. If the user of the Application is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Application, including technical data or manuals, is restricted by the terms, conditions and covenants contained in these Terms and Conditions. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Application is further restricted by these Terms and Conditions.


5. EXPORT RESTRICTIONS

The Application may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.


6. TERMINATION

These Terms and Conditions will continue to apply until terminated by either you or the Company as set forth below. You may terminate these Terms and Conditions at any time by permanently deleting the Application from your mobile device in its entirety. Your rights automatically and immediately terminate without notice from the Company or any Third Party if you fail to comply with any provision of these Terms and Conditions. In such event, you must immediately delete the Application.


7. INDEMNITY

You hereby agree, to the extent permitted by applicable law, at your expense, to indemnify, defend and hold the Company, its officers, directors, shareholders, agents, affiliates, agents and employees harmless from and against any claims, actions, allegations, loss, cost (including attorneys' fees), damages, liability, and/or expense arising out of or relating to (A) any fraud, manipulation or other breach of these Terms and Conditions by you, (B) your access to or use of the Application or Service; and/or (C) your Content, including any claims, actions or allegations brought against the Company alleging infringement or misappropriation of any Intellectual Property Rights, any claims of violation of privacy or defamation, and any and all other violations of or interference with anyone’s or any entity’s proprietary or other rights.


8. DISCLAIMER OF WARRANTIES

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE APPLICATION IS PROVIDED “AS IS AND AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

b. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

c. THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE APPLICATION. THE FOREGOING DISCLAIMERS ALSO SHALL APPLY TO ANY LIABILITY OF APPLE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.


9. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ANY OF ITS AFFILIATES, LICENSORS, EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE APPLICATION OR THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SERVICE AND APPLICATION IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO THE COMPANY, IF ANY, FOR ACCESS TO AND USE OF THE SERVICE AND APPLICATION IN THE SIX (6) MONTH PERIOD PRECEDING SUCH CLAIM. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


10. RESTRICTIONS

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 designed 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.


11. MISCELLANEOUS

a. These Terms and Conditions constitute the entire agreement between you and the Company relating to the Application and govern your use of the Application, and completely replace any prior or contemporaneous agreements between you and the Company regarding the Application.

b. The failure of the Company to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to the Company.

c. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of these Terms and Conditions will continue to be valid and enforceable.

d. The rights granted in these Terms and Conditions may not be assigned or transferred by you without the prior written approval of the Company. You are not permitted to delegate your responsibilities or obligations under these Terms and Conditions without the prior written approval of the Company.

e. These Terms and Conditions and your relationship with the Company under these Terms and Conditions will be governed by the internal substantive laws of the [State of X], without regard to its conflict of laws provisions.

f. You and the Company agree to submit to the exclusive jurisdiction of the courts, state and Federal, located in New York, NY, United States of America to resolve any legal matter arising from these Terms and Conditions. Notwithstanding this, you agree that the Company will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

g. Any questions, complaints or claims with respect to the Application should be directed to the Company:

OOHMS NY LLC d.b.a.: Walltime
E-mail: info@oohms.com