Mobile Terms and Conditions

Terms and Conditions

 

The following terms and conditions (the “Agreement”) govern all use of the “APH International” mobile application (“Application”) and the website located at http://www.aphint.com (collectively, the “Service”). The Service is provided to you by APH International, LLC (“APH International”, “Us”, “We, or “Our”). The Service is subject to your (“You” or “Your”) acceptance without modification of all of the terms and conditions contained herein. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. Special features provided by APH International may be subject to different or additional terms or conditions. To the extent they conflict with this Agreement, such different or additional terms and conditions will control.

“APH International reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. You will be notified of such changes by email, account notification, or a notice posted on the Service. Your continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.

You hereby certify to APH International that You are at least 13 years of age. In jurisdictions where 13 is not the age of consent to contract, You represent and warrant that You have all necessary authorizations and permissions from an appropriate legal guardian. You also certifies that You are otherwise legally permitted to use the Service.”

SCOPE.

The Service is a community for users to create, discover and shareable stickers called imojis with friends. You can turn any of your photos in to an imoji and be more creative with Your messaging. Other aspects of the Service also allow you to directly message other Service users.

RESTRICTIONS.

You shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for any commercial purpose; (iv) remove or obscure any proprietary notices on the Service; (v) use the Service for any unlawful purpose; (vi) access any APH International’ product or service not explicitly permitted by these terms; (vii) send unwanted messages or emails (i.e.,”spam”) to APH International users; (viii) use domain names or web URLs in Your username without Our prior written consent; (ix) interfere or disrupt the Service in any way; or (x) access the Service via any automated means including without limitation scripts, bots, spiders, crawlers, or scrapers.. As between the parties, APH International shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

In the event You submit any information to the Service (such as during the registration process), You represent and warrant that You have full right and authority to do so – and that such information is complete and accurate. You are responsible for all activity that occurs on Your Service account (and You must not share Your log-in details with anyone).

GENERAL CONTENT.

You agree that the Service contains information and other content specifically provided by APH International or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by APH International in writing, You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content. However, APH International hereby grants You a limited, revocable, non-sublicensable license to reproduce and display such content (excluding any software code); provided, that You retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any such content, including any materials or design elements on the Service, for any other purpose is strictly prohibited without the express prior written permission of APH International.

FEES.

Some product or services of the Service may require payment of fees. User shall pay all applicable fees, as described by the Service in connection with such for-fee products/services purchased by You. You agree that You alone are responsible for all data charges You incur through Your use of the Service.

WARRANTY DISCLAIMER.

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. APH INTERNATIONAL  AND ITS LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET YOUR EXPECTATIONS. IN ADDITION, APH INTERNATIONAL AND ITS LICENSORS MAKE NO WARRANTIES WITH RESPECT TO ANY USER CONTENT. YOU ACCESS, DOWNLOAD AND USE USER CONTENT AT YOUR OWN RISK. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL APH INTERNATIONAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) THE LOSS OF ANY DATA OR OTHER TECHNICAL ISSUES, OR DAMAGES TO YOUR MOBILE DEVICE OR OTHER HARDWARE OR SOFTWARE THAT IS CAUSED BY THE SERVICE OR ANY OF APH INTERNATIONAL SYSTEMS, APPLICATIONS, CODE, PROCESSES OR METHODS, (IV) ANY DAMAGES CAUSED BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, OTHER USERS, (V) ANY DAMAGES CAUSED BY MATTERS BEYOND APH INTERNATIONAL’ REASONABLE CONTROL (SUCH AS ACTS OF GOD OR TELECOMMUNICATION FAILURES), (VI) ANY DAMAGES CAUSE BY ANY USER CONTENT, OR (VII) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $50.00 (U.S.). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

INDEMNITY.

You shall indemnify and hold harmless APH International, its affiliates, its partners, and each of its, and its affiliates, and its partners, employees, contractors, directors, suppliers and representatives from all liabilities, losses, damages, claims, and expenses, including reasonable attorneys’ fees, that arise from or in connection with (i) Your breach of this Agreement, or (ii) any of Your Content (including, without limitation, with respect to the violation of any third party intellectual property rights, or rights of privacy or publicity). APH International reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully assist and cooperate with APH International in asserting any available defenses.

Grant of Rights.

The rights granted in this Agreement include, but are not limited to, the sale of “digital assets”, including packages or singular stickers, animated emoji and/or any other form of digital content. The grant of rights does not constitute a transfer of ownership of APH International.

By using our services, you grant the following rights to APH International, during the Term and throughout the Territory.

  • Sell, license, distribute, copy and otherwise, to the extent necessary for this Agreement, exploit and alter the digital assets by all means and media (whether now known or existing in the future) through any and all Distribution Partners now available and operational and also the right to sublicense or otherwise transfer, all such rights to distributors.
  • Exclusive right to make new packages or single out certain digital assets to include in other packages, without limitation, in any other similar digital media for sale by downloading, or similar means of exploitation as well as the right to sublicense or otherwise transfer, all such rights to APH International.

Each of the Parties will remain independent of each other. Nothing in this Agreement constitutes an agency, employment, company or joint venture relationship of any kind between the Parties. Any rights not expressly granted above are specifically reserved by you. APH International is not entitled to make the emojis available to the public by any other means than stated in this Agreement and as defined here.

You also grant to APH International the following rights.

  • The non-exclusive right, throughout the Territory and during the Term, to use Artists name(s), profiles, likenesses, digital assets, biographical and other information attributable to the Artist which you have submitted to APH International.
  • The right for APH International to sublicense or otherwise transfer the above rights to any and all APH International Partnerships.
  • The possibility to sell/transmit any digital asset submitted by you when uploading the digital asset on the Website.
  • The above does not constitute a transfer of ownership to any of the materials you have provided or uploaded to APH International. Any and all rights not specifically granted and set forth above, are specifically reserved by you.
  • Any and all rights granted to us above, are granted on a royalty-free license basis.

Third Party Distributors.

APH International has entered into licensing agreements with distribution partners (“Distributors”). The purpose of this is to distribute your emojis, stickers, animated stickers, and/or any digital content known as “Digital Assets”,  and provide all services associated with the distribution, including but not limited to, delivery and sales for downloading. The agreements APH International enter with Distributors shall determine the terms on which your digital assets are sold or made available. Which Distributor and APH International have entered into agreements, they might vary from time to time. Therefore, APH International cannot guarantee the sale and/or exploitation of the emojis in any particular chat platform or keyboard and assumes no liability if your emojis are not made available in a particular distribution channel.

APH International assumes no liability for any interruptions or any suspensions of access in the Distributors channel, in whole or in part.

PRIVACY.

APH International takes the privacy of its users very seriously. We strongly urge You to review our Privacy Policy. If You have any questions or concerns about how We use Your personal information – the answers should be in the policy. If not, the policy contains Our contact information – so You can reach out to Us with inquiries.

 

APPLE DEVICE TERMS.

“In the event You are using the Application in connection with a device provided by Apple, Inc. (“Apple”), the following shall apply:

Both You and APH International acknowledge that this Agreement is concluded between You and APH International only, and not with Apple, and that Apple is not responsible for the Application or any content available thru the Application;

You will only use the Application in connection with an Apple device that You own or control;

You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the Application;

You acknowledge and agree that APH International, and not Apple, is responsible for addressing any claims You or any third party may have in relation to the Application;

You acknowledge and agree that, in the event of any third party claim that the Application or Your possession and use of the Application infringes that third party’s intellectual property rights, APH International’, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;

Both you and APH International’ acknowledge and agree that, in Your use of the Application, You will comply with any applicable third party terms of agreement, which may affect or be affected by such use; and

Both you and APH International acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as the third party beneficiary hereof.”

Going to Court. Subject to the arbitration provision above, You agree that the exclusive jurisdiction and venue for all disputes arising in connection with this Agreement shall be in the state and Federal courts located in San Francisco, California. You hereby submit to such jurisdiction and venue.

ELECTRONIC COMMUNICATIONS.

You hereby consent to receive communications from APH International electronically (including, without limitation, legal notices, account notices, marketing emails, etc.). Such communications may be by e-mail, SMS messaging, or by posting notices in the Application. You agree that all agreements, notices, disclosures and other communications that APH International provides to you electronically satisfy any legal requirements that such communications be in writing. Marketing emails will include an option to “opt-out” from further receiving any such communications.

GENERAL.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. APH International shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond APH Internationals’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with APH Internationals’ prior written consent. APH International may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement.

 

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