Description of the Applications. Pursuant to the terms of the Central States Marketing Advertising Services Terms & Conditions (the “Advertising Terms”) to which you are a party, Central States Marketing collects certain data regarding the performance of certain advertising services provided to you by Central States Marketing.
The Central States Marketing Applications allow you, through your mobile device (including tablets such as iPad), to view such data, which may include how many calls, emails and forms have been received or submitted in the last 30 days and how many site visits and impressions have been generated by your Central States Marketing campaign(s) for so long as you have an active Central States Marketing campaign. The Central States Marketing Applications may also send notifications to your mobile device about new call recordings, emails and form submissions as they are made available. The Central States Marketing Applications will also enable you to listen to recorded calls from your Central States Marketing campaign and rate those calls
If you have specifically purchased the CSMCharts product, the CSMCharts Application, in addition to providing some of the information of the Central States Marketing Application, will also provide the information captured by CSMCharts, such as location information for new contacts (as available), new contacts from non-Central States Marketing sources (organic search, direct traffic, directory listings, etc.) and website visit and ad impression details for new contacts. For the purpose of this Agreement, “Equipment” shall mean any hardware, software or networks associated with bringing you the Applications, including, but not limited to, your mobile device. Unless explicitly stated otherwise, any new features or services that augment or enhance the Applications in the future shall be considered part of the Applications and subject to this Agreement. We reserve the right at any time and from time to time to interrupt, restrict, modify, suspend, discontinue, temporarily or permanently, the Applications (or any portion thereof), with or without notice to you, and you agree that Central States Marketing shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Applications.
Scope of License. You understand and agree that the Applications are licensed, not sold, to you for use only as outlined in this Agreement. We reserve all rights not expressly granted to you under this Agreement, including without limitation all title and interest in and to the Applications and all copyrights, trademarks and other intellectual property rights therein. Central States Marketing hereby grants you a limited, non-exclusive, non-transferable license to download, install and use the Applications on the applicable mobile device that you own or control, subject to the terms of this Agreement, Google Inc.’s (“Google”) “Android Market Terms of Service” (currently at http://play.google.com/intl/en-us/about/play-terms.html), and the Usage Rules set forth in the Apple Inc. (“Apple”) “App Store Terms of Service” (currently at http://www.apple.com/legal/internet-services/itunes/us/terms.html#SALE). This license is between Central States Marketing and you (and not Apple or Google) and is effective until terminated by Central States Marketing or by you. Central States Marketing is responsible for the Applications and the content therein, not Apple or Google. This license does not allow you to use the Applications on a device that you do not own or control, and you may not distribute or make the Applications available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, assign, redistribute or sublicense the Applications to any third party for any reason. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Applications, any updates, or any part thereof. Central States Marketing is solely responsible for providing any maintenance and support services with respect to the Applications. You acknowledge that Apple and Google have no obligation whatsoever to furnish any maintenance or support services with respect to the Applications.
Eligibility. The Applications are intended for and available to individuals (i) who are of legal age of majority in their jurisdiction of residence (and at least 18 years of age); and (ii) who own or have a compatible mobile device. To utilize some of the functionality of the Applications, you must have an active Central States Marketing campaign. We do not knowingly collect any information, including personal information, from children under 13. If we learn that we have collected the personal information of a child under 13 we will take steps to delete the information as soon as possible.
Installation and Use. You may install the Applications on your compatible mobile device by following the installation instructions available from the App Store or Google Play, as applicable. You are responsible for your (and any authorized third parties’) use of the Applications in compliance with this Agreement. You acknowledge and agree that any use of and/or actions through the Applications occurring via your installed Applications shall be deemed to be your use and/or your actions, and that Central States Marketing may rely upon such actions. You are solely responsible for protecting the security of the installed Applications on your mobile device. Please note that uninstalling the Applications will not terminate any Central States Marketing campaign or Insertion Order that you have executed, the termination of which shall be subject to the terms of the Insertion Order and the Advertising Terms. To uninstall the Applications from your mobile device, follow the directions within the instruction guide for your mobile device.
Third Party Materials. The Applications may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Applications, you expressly acknowledge and agree that to the maximum extent permitted by applicable laws, Central States Marketing is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. To the maximum extent permitted by applicable laws, Central States Marketing does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
Restrictions on Use of the Applications. As a condition of using the Applications, you agree that you will not:
copy, download, distribute, modify, publish, sell, license, use, reuse, or create derivative works of the Applications or any of the content or other material within the Applications, including without limitation, the Central States Marketing name, logos, and any other trademark of Central States Marketing or its parent or affiliated companies, except solely to use the Applications in accordance with their instructions;
access or use the Applications in any way that could or is intended to damage or impair the operation of the Applications, or any content of or material displayed in the Applications, or any server or network underlying the Applications, or interferes with anyone else’s use and enjoyment of the Applications;
access or attempt to access any data, information, system, or servers on which the Applications are hosted or modify or alter the Applications in any way; or
use the Applications for any commercial or unlawful purpose, or in violation of any third party rights. Central States Marketing reserves the right to suspend or terminate your use of the Applications and the Central States Marketing services if you are found to be in violation of this Agreement.
Fees and Data/Message Costs. Central States Marketing does not charge for use of the Applications and you cannot purchase Central States Marketing services through the Applications. However, to utilize some of the functionality of the Applications, you must have an active Central States Marketing campaign. You must have internet access to utilize the Applications. You are responsible for all internet access charges. Data (and text, if applicable) rates may apply for data (and messages, if applicable) sent from and received by your mobile device as determined by your wireless or telecommunications provider and you are solely responsible for such charges and any other charges from your wireless or telecommunications provider. Please contact your wireless or telecommunications provider for complete pricing details.
No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATIONS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATIONS THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPLICATIONS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATIONS WILL BE UNINTERRUPTED UP-TO-DATE, OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATIONS WILL BE CORRECTED. LOCATION DATA AND OTHER INFORMATION DISPLAYED IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON AS ADVICE, IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY OR ENVIRONMENTAL DAMAGE. CENTRAL STATES MARKETING DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY INFORMATION INCLUDING ANY INFORMATION RELATING TO RETURN OF INVESTMENT WHICH IS AN ESTIMATE ONLY OR LOCATION DATA DISPLAYED BY THE APPLICATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CENTRAL STATES MARKETING OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATIONS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. WITHOUT LIMITING THE FOREGOING, WE FURTHER DISCLAIM ANY WARRANTIES THAT THE APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE APPLICATIONS IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE AND/OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE APPLICATIONS, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM COMPUTER VIRUSES. IN THE EVENT OF ANY FAILURE OF THE APPLICATIONS TO CONFORM TO ANY APPLICABLE WARRANTY, THE END-USER MAY, IF APPLICABLE, NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE (IF ANY) FOR THE APPLICATIONS TO THAT END-USER, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATIONS, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY WILL BE CENTRAL STATES MARKETING’S RESPONSIBILITY (IF NOT EFFECTIVELY DISCLAIMED). PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability. YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR ANY AND ALL CHARGES, COSTS AND/OR EXPENSES FOR USE OF THE APPLICATIONS. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER CENTRAL STATES MARKETING NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE APPLICATIONS, INCLUDING APPLE OR GOOGLE, IS LIABLE FOR ANY PERSONAL INJURY, OR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE APPLICATIONS. CENTRAL STATES MARKETING ASSUMES NO LIABILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT OR OTHER PROPERTY, 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 OF OR INABILITY TO USE THE APPLICATIONS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CENTRAL STATES MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE APPLICATIONS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.YOU UNDERSTAND THAT THE UPLOADING OF INFORMATION TO YOUR MOBILE DEVICE IN CONNECTION WITH THE APPLICATIONS IS AT YOUR OWN RISK AND THAT CENTRAL STATES MARKETING IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR USE OF ANY PERSONAL OR OTHER INFORMATION. ALL INFORMATION UPLOADED TO THE APPLICATIONS WILL BE STORED ON YOUR MOBILE DEVICE AND YOU UNDERSTAND THAT THE SECURITY AND SAFETY OF YOUR MOBILE DEVICE IS YOUR SOLE RESPONSIBILITY.
Release. YOU HEREBY RELEASE AND DISCHARGE EACH OF THE CENTRAL STATES MARKETING PARTIES (DEFINED BELOW) FROM AND AGAINST ANY CLAIMS, DAMAGES, EXPENSES AND LIABILITY ARISING FROM OR RELATED TO ANY INJURIES, DAMAGES OR LOSSES TO ANY PERSON (INCLUDING DEATH) OR PROPERTY OF ANY KIND RESULTING IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE APPLICATIONS.
Indemnity. You agree to indemnify and hold harmless Central States Marketing, its parent and affiliated companies, their advertising and promotion agencies, service providers, and all of their respective officers, directors, employees and agents (collectively, the “Central States Marketing Parties”) from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to your use of the Applications in violation of this Agreement, or arising from your breach of this Agreement, including without limitation any breach of your representations, warranties or obligations set forth herein.
Availability/Interruption. The Applications are available through your mobile device when it is within the operating range of a wireless carrier or wireless network. The Applications are subject to transmission limitation or interruption. Central States Marketing does not guarantee that the Applications (or any portion thereof) will be available at all times or in all areas. You acknowledge and agree that Central States Marketing is not responsible for performance degradation, interruption or delays due to the Equipment. You acknowledge that Central States Marketing shall not be liable to you if the Applications in a given location are not available. If the Applications are not available within your intended location, you agree that your sole remedy shall be to terminate this Agreement.
Termination. This Agreement is effective until terminated by you or us. Your rights under this Agreement will terminate automatically without notice from us if you fail to comply with any term of this Agreement. Upon termination of this Agreement, you must immediately uninstall and cease all use of the Applications. In addition, this Agreement will automatically terminate if you are in breach of the Advertising Terms and/or if you are no longer purchasing Central States Marketing products or services.
Changes to this Agreement or the Applications. We may change, modify, or update this Agreement or the Applications, including the Applications’ features, from time to time. If applicable, you will be notified that a new version of the relevant Application is available and you will be asked if you wish to upgrade to a new version of such Application. If you use the Applications after the upgrade in the Applications or change(s) to this Agreement, you agree to such change(s) and its applicability to you.
Abuse. You agree to immediately notify us if you suspect fraudulent or abusive activity. If you so notify us, or we otherwise suspect fraudulent or abusive activity, you agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Your failure to cooperate or to use such measures will result in your liability for all fraudulent usage or abusive activity associated with your Equipment.
Assignment. You will not assign this Agreement without Central States Marketing’s prior written consent.
Governing Laws and Jurisdiction. THIS AGREEMENT IS SUBJECT TO THE LAWS (EXCLUDING CONFLICTS OF LAWS PROVISIONS) AND JURISDICTION SET FORTH IN THE ADVERTISING TERMS TO WHICH YOU ARE A PARTY.
Export Control Laws. You acknowledge that the laws and regulations of the United States and other countries may restrict the export and re-export of the Applications. You agree that you will not export or re-export the Applications in any form or to any recipient whether inside or outside the United States in violation of applicable United States and foreign laws. By downloading the Applications, 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.
Entire Agreement. This Agreement represents the entire agreement between you and us, which may only be amended as described in this Agreement. If any part of this Agreement is found invalid, the balance of the Agreement remains enforceable to the maximum extent allowed under relevant laws, and the invalid part shall be read as closely as possible to effectuate the intent of such provision.
Responsibility. You acknowledge that Apple is not responsible for addressing any claims relating to the Applications or your possession or use of the Applications, including, but not limited to: (i) product liability claims; (ii) any claim that the Applications fail to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Applications or your possession and use of the Applications infringes that third party’s intellectual property rights, as between Apple and Central States Marketing, Central States Marketing will be solely responsible for the investigation, defense, settlement and discharge of any such claim.
Third-Party Beneficiaries. You acknowledge and agree that Apple and Apple’s subsidiaries, are third-party beneficiaries of this Agreement and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
Additional Provisions. The Applications are void where prohibited by law. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term. Headings and captions shall not be considered included for purposes of interpretation or application hereof, but are for convenience only.
Contact Us. If you have any questions, complaints or claims about the Applications, or if you are having any technical difficulties with the Applications, please call your Central States Marketing representative.