ControlMobile LLC

MASTER TERMS AND CONDITIONS

(Last Modified 2014-07-25)

These Master Terms and Conditions (“Agreement”) are made and executed to be effective as of acceptance hereof, by and between ControlMobile LLC, a New Jersey corporation (“ControlMobile”), and the entities creating an account (referred to as “Customer”).

AGREEMENT BETWEEN YOU AND CONTROLMOBILE

Read this Agreement carefully. If you have any questions, please contact support@controlmobile.com.

This Site is owned and operated by ControlMobile LLC, a New Jersey corporation (“ControlMobile”). These Terms of Use constitute a legal agreement between you and ControlMobile. For convenience, the web site, its content, and the services available as part of the Site will be referred to as the “Site.” By clicking the “Register” button located in the “Personal Information” section on the “Registration” page, you accept and agree to be bound by all of the provisions of the License Agreement and these Terms of Use, including those incorporated by reference, without exception, deletion or alteration. You will also be binding yourself, and the entity you are acting on behalf of as its authorized representative, as applicable, to these Terms of Use. You must be at least 18 years old and have the legal capacity to enter into this agreement and carry out its terms. If acting on behalf of a corporation or other entity or person, you must have the legal capacity; power and authority enter into and bind the entity you represent to this agreement and carry out all obligations hereto, without the need to obtain prior or later approval of any other person or entity. If you do not accept these Terms of Use in entirety, you are not authorized to access or use our services.

Contents:

NO UNLAWFUL OR PROHIBITED USE
USE OF CONTENT
REGISTRATION
PREMIUM CONTENT AND SITE TRANSACTIONS
PRIVACY POLICY
CONFIDENTIALITY
SOFTWARE
THIRD PARTY BENEFICIARIES
EXPORT
NO WARRANTIES, EXCLUSION OF DAMAGES, LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
LINKS
NO OFFER
MODIFICATION TO THESE TERMS
ADVERTISING AND SPONSORSHIP
COMPETITIONS AND PRIZES
GOVERNING LAW
GENERAL
NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or contrary to these Terms of Use. You also may not use the Site in any manner that could damage, disable, overburden, impair, or interfere with the Site or any other party’s use and enjoyment of it. You may not attempt to gain unauthorized access to any other user’s account, computer systems or networks associated with the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Except as set out below, ControlMobile does not charge you to access the Site. Your wireless device or internet service provider may charge you for time spent accessing the Site. Contact your wireless device company or internet service provider for information regarding these charges.

All the content on the Site may not be accessible from a wireless device and some content may only be accessible through a wireless device.

There is no specific time limit applying to your access and use of the Site under these Terms of Use. ControlMobile reserves the right to suspend or terminate your access and use of the Site at any time, in its sole discretion and may exercise this right with or without notice. Any such notice will be given, if at all, to your last known e-mail address.

USE OF CONTENT

The content on the Site (the “Content”) is created by ControlMobile and other third party sources and is protected by copyright, trademark and other intellectual property laws. Except as expressly set forth herein, you may not duplicate, reproduce, publish, or otherwise interfere with any of the intellectual property rights associated with the Content without prior written permission from its owner. In particular, “ControlMobile” is a trademark of ControlMobile and you may not use such marks without ControlMobile’s prior written permission.

Prohibited activities include but are not limited to:

Redistributing the Content (this includes use as part of any library, archive or similar service).
Removing intellectual property notices from Content.
Creating a database in electronic or structured manual form by systematically downloading and storing all or any of the Content.

ControlMobile expressly reserves the right to request that any link in breach of these terms be removed and to take whatever other lawful action it deems appropriate.

REGISTRATION

Upon registration, you must provide accurate, complete registration information and it is your responsibility to promptly submit updated information (including any changes to your e-mail address) by e-mailing support@controlmobile.com.

Each registration is single-user only. Upon registration, you will choose a user name (email entered at registration) and password. You may not allow any third party to share or otherwise use your user name or password unless your account is a business account and you are using the Site as an employee, independent contractor, member, or similar association of a company, organization or other third party (“Organization”) which requires or recommends that you utilize the Site in the performance of your duties for or business with such Organization, and ControlMobile is notified of the same. If you are using the Site relating to your association with an Organization, you agree that ControlMobile may, without liability to you or to any other third party, (i) freely disclose any and all data, including stored information and personal information contained therein, relating to your use of the Site with such Organization for their monitoring, input, extraction of data and transfer, and that upon ControlMobile’s notice that you are no longer employed, engaged, or otherwise associated with such Organization, (ii) the Organization may distribute and transfer all or a portion of such data to another employee, independent contractor, member or similarly associated party for such party’s possession and use in the performance of its duties. You agree that you shall have no claim against ControlMobile in any relating to such (a) disclosure of your information to the Organization you are associated with, (b) distribution and transfer of such information to such Organization, and (c) loss of data you may experience relating to your termination of an association with such Organization. You agree to contact such Organization to determine the safeguards pertaining to privacy, protection and disclosure of information.

You are responsible for all use of the Site made by you or any permitted third party using your user name and password or your wireless device, and for preventing unauthorized use of your user identification (“ID”). If you believe there has been any breach of security such as the disclosure, theft or unauthorized use of your ID or any payment information, you must immediately provide notification by emailing support@controlmobile.com. ControlMobile is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

You may not use the email service on the Site to send, or use any material which is unlawful, threatening, abusive, libelous or indecent; infringes copyright or other rights of third parties or which contains any other form of illegal content; or for the purpose of sending any chain emails or “spam.”

If you at any time provide an email address that will result in email from ControlMobile being routed via a computer network operated by, or on behalf of, your employer, college, or other third party, you are warranting that you are entitled to receive email at that address. ControlMobile may refrain from sending you any email to such address without notifying you, even if you have subscribed to receive them, if ControlMobile receives a request from your employer, college, or other third party to stop sending email to that address.

PREMIUM CONTENT AND SITE TRANSACTIONS

Premium Content will be accessible on payment of certain charges. All payments (including any applicable taxes) must be made in funds of the United States of America. If ControlMobile (or its designated agent) does not receive payments when due, ControlMobile may immediately suspend your use of Premium Content. You are responsible for the payment of all charges associated with the use of the Site effected by the use of your ID.

ControlMobile reserves the right, at its sole discretion, to terminate your use of the Site at any time if you, or another party authorized to act on your behalf, breach the terms and conditions hereof. After termination, you will still be responsible for payment of all fees, charges, and obligations incurred by you hereunder. Upon termination of this Agreement, you agree to cease using the Site, remove and destroy all copies of the Site, including all forms of content, in your possession or control.

There may be instances where you may be able to use the Site to purchase products or services from third parties. In that event, your contract for such products or services will be with such third party and not with ControlMobile.

PRIVACY POLICY

By using our site, you consent to the collection and use of your personal information as described in this Privacy Policy. Whenever you connect to any site of a third party you are no longer on the ControlMobile web site and you will be subject to the privacy policies of that site. You should review the privacy policies of third party sites carefully. Your Personal Identifying Information may be gathered from a variety of sources, including, but not limited to:

Information you provide to us, including the input of data or submission of information on applications or forms, or in relation to the services you have requested.
Information you provide to us about your experience with ControlMobile, and third parties you are professionally affiliated with, so that we may better serve you.

CONFIDENTIALITY

You agree that all techniques, algorithms, and processes of ControlMobile contained in the Site and ControlMobile’s computer program products or modifications or extraction thereof constitute TRADE SECRETS OF ControlMobile and will be safeguarded by you, however, in no event shall you exercise less than a reasonable standard of care with respect to such trade secrets. As set forth in the first paragraph of these Terms of Use, you are also liable for any breach, compromise, or violation by your agents including without limitation, employees, consultants, representatives and/or independent contractors of such obligations with respect to trade secrets. You are prohibited from modifying, translating, decompiling, disassembling or reverse engineering or otherwise attempting to determine the source code for the operation of the Site. For purposes of this Agreement, “reverse engineering” shall mean the examination or analysis of the Site to determine its source code, sequence, structure, organization, internal design, algorithms or encryption devices. You recognize and agree that there is no adequate remedy at law for a breach of this Section, that such breach would irreparably harm ControlMobile for which monetary damages alone would not be an adequate remedy, and that ControlMobile is also entitled to injunctive relief with respect to any such breach or potential breach in addition to any other remedies.

In order to protect the confidential information and trade secrets of ControlMobile, you shall not develop, create, implement, provide, sell, rent, resell or offer to do any of the foregoing, any software which competes with the products and services offered by ControlMobile via the Site while you are a User and for a period of one (1) year following termination of this Agreement.

SOFTWARE

Copyright in any software that is made available for download from the Site belongs to ControlMobile and/or its suppliers. Your use of the software is also governed by the terms of any license agreement that accompanies the Software. Do not install or use any software unless you agree to such license agreement.

ControlMobile may from time to time give you the option to modify your browser to enable you to access certain requested services along with other applications. In that event, a dialog box will be shown on your screen requiring your authorization for the modification to proceed. By clicking the “Accept” button (or equivalent) on the dialog box, you will allow ControlMobile to modify your browser to enable you to view the service on your screen at the same time as you work on other applications. The dialog box may display a “high risk” notice. The reason for this is that this modification makes it technically possible for the browser to be used by ControlMobile for other purposes. ControlMobile guarantees to you that such modification will only be used to view the requested service with other applications and, if you have clicked on “Remember this decision” (or equivalent), to view in a similar way any other service you may specifically request from ControlMobile in the future.

THIRD PARTY BENEFICIARIES

Persons and entities, which have licensed software to ControlMobile for inclusion in the Site, are third party beneficiaries to this Agreement as it applies to their respective software. You agree that ControlMobile and such third party beneficiaries may audit your use of the Site for compliance with these Terms at any time upon notice, and such audit, if any, shall occur during normal business hours.

EXPORT

You represent and warrant that you are entitled under United States export laws and regulations to obtain a copy of and use the Site pursuant to the terms of this Agreement. You agree to comply with all export laws, restrictions and regulations of the United States Department of Commerce, U.S. agencies and authorities, and to not directly or indirectly export, or allow the export or re-export of the Site or derivatives of the Site or any copy or any direct product thereof in violation of any such restrictions, laws or regulations, or without all required licenses and authorizations.
NO WARRANTIES, EXCLUSION OF DAMAGES, LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY

The Site is only for your general information and use and is not intended to address your needs on an individualized or customized basis.

NO REPRESENTATIONS OR WARRANTIES

YOU ACKNOWLEDGE THAT CONTROLMOBILE OBTAINS AND DISTRIBUTES DATA FROM NUMEROUS SOURCES VIA THE INTERNET AND WIRELESS DEVICES (OR OTHER PORTABLE ELECTRONIC DEVICES) AND IN ORDER TO RECEIVE SUCH DATA, YOU AGREE TO SEEK RESOLUTION AND REMEDY OF PROBLEMS AND CLAIMS RELATING TO SUCH DISTRIBTION AND DATA THEREIN FROM SUCH THIRD PARTY PROVIDER. CONTROLMOBILE MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER RELATING TO THE SITE OR ANY OF ITS CONTENT, SOFTWARE OR SERVICES AVAILABLE THROUGH THE SITE. THE SITE, INCLUDING ITS CONTENT, THE SOFTWARE, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CONTROLMOBILE DISCLAIMS ALL WARRANTIES OF EVERY NATURE RELATING TO THE SITE, SOFTWARE AND SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST INFRINGEMENT, OWNERSHIP, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES REGARDING ACCURACY, COMPLETENESS, AND QUALITY. CONTROLMOBILE MAKES NO WARRANTY THAT THE SITE, SOFTWARE OR SERVICES ARE FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR.

NO INCIDENTAL OR CONSEQUENTIAL DAMAGES

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT CONTROLMOBILE, AND ITS AFFILIATES, EMPLOYEES, ASSOCIATES, AGENTS, REPRESENTATIVES, THIRD PARTY CONTENT PROVIDERS AND LICENSORS (“REPRESENTATIVES”), ARE NOT LIABLE TO YOU AND/OR ANY AFFILIATED THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA OR LOSS OF PRIVACY) OR FOR ANY OTHER INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO THE SITE, SOFTWARE OR SERVICES, INCLUDING ANY USE THEREOF, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION ON DAMAGES; EXCLUSIVE REMEDY

WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL CONTROLMOBILE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE SUM PAID BY YOU TO CONTROLMOBILE FOR USE OF THE SITE, SOFTWARE OR SERVICES IN THE 28 DAYS IMMEDIATELY PRIOR TO THE TIME SUCH DAMAGE OCCURS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR RESTRICTION ON IMPLIED WARRANTIES. IN SUCH CASE, THE RESTRICTIONS ABOVE AND THE LIABILITY OF CONTROLMOBILE WOULD BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNITY

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND CONTROLMOBILE AND ITS REPRESENTATIVES FROM AND AGAINST ANY CLAIM, LIABILITY OR CAUSE OF ACTION ARISING FROM OR RELATING TO ANY UNPERMITTED USE OF THE SITE, SOFTWARE OR SERVICES BY YOU OR ANY THIRD PARTY ON YOUR BEHALF. THIS INDEMNITY WILL NOT APPLY TO ANY CLAIM TO THE EXTENT THE SITE AS DELIVERED BY CONTROLMOBILE TO YOU ACTUALLY INFRINGES ON AN INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY.

LINKS

The Site may contain links to other web sites and WAP sites provided by third parties (“Third Party Sites”). ControlMobile is providing you links to Third Party Sites only as a convenience, and the inclusion of any link does not imply endorsement by ControlMobile of the site or any association with its operators. ControlMobile is not responsible for the availability or content of Third Party Sites and will not be a party to, or be in any way responsible for, any transaction relating to goods or services available from such Third Party Sites.

NO OFFER

Nothing on ControlMobile’s websites should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other transaction. Nothing contained on ControlMobile’s websites constitutes investment, legal, tax, or other advice or support, nor is to be relied on in making an investment or other decision.

MODIFICATION TO THESE TERMS

ControlMobile reserves the right to at any time alter or modify the Site or any portion thereof. Further, ControlMobile may wish to amend these Terms (including those relating to your use of the Site) and upon such amendment, will notify within ten days all users who have previously accepted the Terms. You understand that you are responsible for regularly reviewing these Terms of Use. Continued access to or use of the Site following any modification shall constitute your consent to the Terms. Unless explicitly stated otherwise, any changes to the Site by ControlMobile shall be subject to these Terms of Use, as modified from time to time. If you do not agree to be bound by subsequent amendments to these Terms, you agree not to use the Site following notice of any such amendment.

ADVERTISING AND SPONSORSHIP

Part of the Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with international, federal and state law and regulations. ControlMobile is not liable for any violation of law, error or inaccuracy in advertising material of such advertisers and sponsors.

COMPETITIONS AND PRIZES

From time to time ControlMobile may run competitions, free prize drawings and promotions on the Site. These are subject to the applicable conditions and restrictions that will be made available at that time.

GOVERNING LAW

This Agreement and any disputes arising under it shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles. You expressly agree that the rights and obligations of each Party hereto will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Any controversy, claim or dispute arising out of or relating to these Terms of Use, shall be determined by arbitration in New York before a sole arbitrator. The arbitration shall be administered by JAMS pursuant to its rules and regulations. If the Parties are unable to agree on an arbitrator within 30 days of the filing of the demand for arbitration, an arbitrator shall be selected pursuant to the rules and procedures of JAMS. The non-prevailing party shall bear all costs and expenses, including attorneys’ fees, administrative costs and the fees of the arbitrator in connection with such arbitration. The arbitration award shall be in writing and shall specify the factual and legal basis for the award and shall be conclusive and final. Judgment on the award may be entered in any court having jurisdiction.

GENERAL

You may not assign, sub-license, or otherwise transfer any of your rights under these Terms.

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining Terms, or portion thereof, which shall remain in full force and effect.

Failure by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. Headings in these Terms are for convenience only and will have no legal meaning or effect.

ControlMobile LLC is a New Jersey corporation, with its offices located at 1375 Broadway Suite 1100 New York NY 10018.

Questions regarding these Terms of Use may be submitted in writing to:

ControlMobile LLC
1375 Broadway Suite 1100
New York 10018 U.S.A.