Terms of Service

This End User License Agreement (“EULA”) is between Life on Life LLC, a limited liability company existing under the laws of Delaware and you as the user (“Licensee”) of this software application called 115.1 (“App”). This EULA governs Licensee’s Use of the App and the Licensed Content. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Certain Definitions

In addition to terms defined elsewhere in this EULA, the following definitions shall apply. Whenever used in this EULA with an initial capital letter, the terms defined elsewhere in this Agreement and in this Article 1, whether used in the singular or the plural, will have the meanings specified below.

a) “Licensed Content” means the content within the App owned by Licensor, and related materials made available to Licensee by Licensor under this EULA.

b) “Upgrades” means all updated, upgrades, bug fixes, error corrections, enhancements, and other modifications to the Licensed Content and backup copies thereof.

c) “Term” means the term of this EULA as set forth in Section 3.

d) “Use” or “Using” means to download, install, activate, access, or otherwise use the App and/or the Licensed Content.

2. Ownership and License Grants; Services

a) Ownership of Licensed Content and Derivative Works. Licensor retains ownership of all intellectual property rights in and to the App and the Licensed Content, including copies, improvements, enhancements, derivative works, and modifications thereof. Licensee’s rights to Use the App and the Licensed Content are limited to those expressly granted by this EULA. No other rights with respect to the App and the Licensed Content or any related intellectual property rights are granted or implied.

b) License Grant. Subject to payment of the applicable fees and compliance with this EULA, Licensor grants Licensee a limited, non-exclusive, and non-transferable license to Use the App and the Licensed Content solely for Licensee’s personal and non-commercial purposes.

c) The App and the Licensed Content is licensed on a per-user basis. Licensee may not permit the access or use of the App or the Licensed Content by any other person or entity. Licensee may only use the App and the Licensed Content for his/her own benefit. Licensee may install and use the App and the Licensed Content on one device only.

d) Restrictions. Licensee shall not:

i. share, transfer, sublicense, or assign Licensee’s rights under this license to any other person or entity, unless expressly authorized by Licensor in writing;

ii. modify, adapt or create derivative works of the App or the Licensed Content;

iii. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the App or the Licensed Content;

iv. make the functionality of the App or the Licensed Content available to third parties, whether as an application service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis unless expressly authorized by Licensor in writing;

v. Use the App or the Licensed Content that is licensed for a specific device, whether physical or virtual, on another device, unless expressly authorized by Licensor in writing; or

vi. remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the App or the Licensed Content.

e) Modifications to Application. Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, the App or any service to which it connects (including, but not limited to, the delivery of the Licensed Content), with or without notice and without liability to you.

f) Services. Licensor also shall provide the services listed in Exhibit A, which is attached hereto and incorporated into this EULA by reference, during the term of this EULA.

3. Term and Termination

The term of this EULA begins when Licensee first accesses the App and/or the Licensed Content and shall continue until terminated. Licensor may terminate this EULA at any time, for any reason or for no reason. This EULA will terminate immediately, without prior notice from Licensor, in the event that Licensee fails to comply with any provision of this EULA. Upon termination of this EULA, Licensee shall cease all use of the App and the Licensed Content and delete all copies of the App and the Licensed Content from any and all relevant devices.

4. Severability

If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objections of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

5. Amendments to this EULA

Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Licensor will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Licensor’s sole discretion.

6. Disclaimer of Warranties

Except as expressly set forth above, Licensor provides the App and the Licensed Content “as is” and expressly disclaims all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement. Licensor does not warrant that the App or the Licensed Content will operate uninterrupted or error-free or that all errors will be corrected. In addition, Licensor does not warrant that the App or the Licensed Content or any equipment, system or network on which the Licensed Content is used will be free of vulnerability to intrusion or attack.

7. Indemnification; Limitations and Exclusions of Liability

a) Licensee shall indemnify and hold harmless Licensor and its affiliates and their respective equity holders, directors, officers, partners, principals, employees, agents, advisors and representatives from and against all third party claims, losses, liabilities, and damages (including but not limited to any costs, expenses, and reasonable attorneys’ fees) arising from or relating to: (i) the intentional misconduct or gross negligence of Licensee, (ii) the violation of any law, regulation or ordinance by Licensee, (iii) breach by Licensee of this EULA, and (iv) Licensee’s actions, to and including breach of this EULA.

b) IN NO EVENT SHALL LICENSOR BE LIABLE TO ANY PARTY FOR (A) USE OF THE APP OR THE LICENSED CONTENT, (B) ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, (C) ANY DAMAGES RESULTING FROM LATENT DEFECTS, LOSS OF DATA OR PROFITS, OR (D) ANY ACTUAL DAMAGES IN EXCESS OF THE FEES PAID IN THE PRIOR TWELVE (12) MONTHS BY LICENSEE UNDER THIS EULA REGARDLESS OF THE THEORY OF RECOVERY. THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND WERE CONSIDERED PRIOR TO ENTERING INTO THIS AGREEMENT, AND LICENSOR’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

8. Governing Law

This Agreement is governed by applicable federal law and regulations and the law of Indiana, without regard to the conflict-of-laws provisions thereof.

9. Injunctive Relief

A party’s breach of its obligations with regards to the other party’s intellectual property rights is deemed to cause irreparable harm for which it is difficult to determine damages and for which money damages alone are an inadequate remedy for the injuries suffered, and in such case the other party will be entitled to injunctive relief to enforce its rights in its intellectual property, without an obligation to submit proof of the economic value or to post a bond or any other security.

10. Interpretation

If any provision of this EULA requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other.

11. Execution

This EULA may be executed by electronic transmission (i.e., facsimile or electronically transmitted portable document format (PDF) or Docusign or similar E-Sign compliant electronic signature) and in any number of counterparts, each of which shall be an original with the same effect as if the signatures thereto were on the same instrument.

12. Entire Agreement

This EULA constitutes the entire agreement between the parties on the subject hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral. By executing this EULA, Licensee acknowledges that it has reviewed this EULA and shall be legally bound by the same. Each party represents and warrants that it has obtained any and all necessary corporate authorizations to enter into this Agreement and that it is executed by a person with the authority to legally bind the party.