LICENSED APPLICATION END USER LICENSE AGREEMENT

Rev. November 16, 2017

These Terms of Service (“Terms”) constitute a legal agreement between you (“user“) and Shotzr, Inc., (“Shotzr”, “we”, “our”, or “us”). These Terms apply to all users of the Shotzr Licensed Application, including users who are also contributors of User Generated Content (“Contributors“) to the Licensed Application.  “Digital Media” use of User Generated Content in Social Media Marketing and through all media formats and channels through the internet and computer networks, including but not limited to email, blogs, and websites. “Licensed Application” means Shotzr’s software applications and any other online products or services provided by Shotzr to its users via the Shotzr websites, applications or other means, including any and all data available through such applications and services.  “Services” includes access of the Licensed Application or use of our products or services, together with any associated, media, printed materials and “online” or electronic documentation. “Social Media Content” means that User Generated Content that is available to users of the Services and Licensed Application for Social Media Marketing pursuant to these Terms.  “Social Media Marketing” means publication, posting, publishing, distribution, or exploitation of Social Media Content through (i) accounts (personal or business) on the following platforms Facebook, Twitter, LinkedIn, Instagram, YouTube, Google AdWords and Ad Network, Ello, Snap, WhatsApp, Tumblr, Pinterest, and other platforms as identified expressly by Shotzr through the Services or Licensed Application by name, and/or (ii) advertising placement on social media feeds, instant articles, in-stream videos, right column placement, suggested video links, stories, and includes audience network placement in native, banner or interstitial, and includes sponsored message placement on the social media networks identified expressly by Shotzr. “User Generated Content” means any content uploaded, created, distributed, or otherwise generated through or by use of the Services including text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Services.

  1. These Terms

(a) PLEASE REVIEW THESE TERMS CAREFULLY. ANY USE OF THE SERVICES OR USER GENERATED CONTENT IS SUBJECT TO AND ONLY OFFERED UNDER THESE TERMS AND ANY LICENSES GRANTED HEREIN. BY CLICKING ON THE “AGREE” BUTTON AND ACCESSING OUR SERVICES YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THESE TERMS, YOU MUST NOT ACCESS THE SERVICES.

(b) Updates to these Terms. These Terms together with the Privacy Policy represent the entire agreement between Shotzr and users (including Contributors) with respect to the subject matter contained herein, and by agreeing to these Terms and using the Services and Licensed Application all users acknowledge and agree that these Terms supersede and cancel all prior understandings, agreements, representations, and warranties with respect to the subject matter governed herein, and shall govern and control for all User Generated Content existing in or in the future uploaded or submitted to the Licensed Application. These Terms may be modified or amended from time to time at the discretion of Shotzr and all users of the Licensed Application and Services will be notified of such modifications or amendments.

(c) No Affiliation. Shotzr is not affiliated with, endorsed by, or otherwise associated with any of the social media platforms identified above. 

  1. Terms and Conditions Applicable to Sales

(a) Purchasing, Price, Payment and Cancellation.  After the first three free downloads or shares, Shotzr is a recurring subscription.  If you decide to purchase a subscription, an initial payment will be charged to your iTunes account.  Shortly before the end of each subscription period, your account will be charged. Auto-renewal may be disabled at any time by going to your settings in the iTunes Store after purchase. In-app purchases are purchased from and billed by Apple iTunes.  All billing and refund inquiries must be directed to Apple iTunes. Shotzr does not have access to Apple iTunes accounts or transactions. If you wish to confirm the type of subscription that has been purchased from Apple iTunes, please consult your Apple iTunes account or receipt as each subscription will have a unique billing name.  The Shotzr Monthly purchase options (billed as “ACCESS100 AND ACCESS200”) is valid for one month and will be re-billed every month Apple iTunes until cancelled by the user. Apple iTunes subscriptions can be managed from a mobile device or computer that uses the same Apple Id as the initial purchase.  Shotzr cannot manage Apple iTunes Subscriptions. If you cancel your monthly Subscription Service such cancellation will take effect upon the completion of your then-current service month (e.g., a subscription service month for Shotzr may begin on May 1 and cancellation of such a subscription as described immediately above will be effective as of June 1). The Services to which you are subscribed will be accessible until the thirtieth (30) day after your most recent billing date.

(b) Sales Tax. For certain purchases made via Shotzr, Shotzr is required to collect sales tax. In states or regions that impose sales or use tax, a purchase is subject to tax unless specifically exempt. Purchases from the Shotzr are not exempt from sales or use taxes simply because they are made from the Internet or because Shotzr is not required to collect sales or use tax by any particular state or region. Whether any sales tax will be collected on a given purchase and the amount of tax charged depends on a number of factors including whether the seller is subject to tax in a given jurisdiction. If any sales tax will be collected directly by Shotzr in connection with a purchase, that amount will be shown either prior to the completion of any purchase or reflected in the final confirmation of that purchase.

  1. Use of the Services.

(a) License to the Services. Subject to these Terms, we grant to you a limited, nontransferable, nonexclusive, nonassignable, revocable, worldwide license (without the right to sublicense) to access and use the Services solely for use governed by these Terms. The Services and the Licensed Application contain intellectual property, trademarks, and proprietary rights of Shotzr or its affiliates.  Users are not granted any right or license to copy, use, distribute or exploit any such intellectual property, trademarks, or proprietary rights of Shotzr under these Terms.  Users acknowledge and agree that the Services may be subject to interruption or may not be available from time to time and users agree that they are not entitled to any damages or compensation as a result of such interruption or unavailability. 

(b) Restrictions on Use of the Services and Rights. The rights and licenses granted to you for the Services under these Terms are subject to the following restrictions unless expressly stated otherwise in these Terms or by us in writing:

(i) you shall not change, modify, or adapt the Services in any manner that results in you licensing, selling, renting, transferring, assigning, distributing, exploiting or hosting the Licensed Application, the Services or any User Generated Content, to any third party in any manner;

(ii) You shall not modify, alter, adapt or change the Service or any advertising, sponsorships, or promotions placed on or within the Services or User Generated Content, or falsely imply that certain content or your services are associated with or affiliated the Services or the Licensed Application;

(iii) except as permitted by these Terms, you shall not modify, alter, enhance, make derivative works of, translate, decompile, recompile, update, disassemble, derive source code, reverse compile or reverse engineer all or any part of the Services, or merge the Services into any other software. If you link to the Services on your website, you may not modify, build upon, or block any portion or functionality of the Services, including but not limited to links back to the Shotzr website or Licensed Application;

(iv) except as permitted by these Terms, no part of the Services or Licensed Application may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means;

(v) any future release, update, or other addition to functionality of the Services provided by us (if any) shall be subject to these Terms;

(vi) in your use of the Services, you will comply with all applicable laws;

(vii) The Services and Licensed Application is not intended for use or distribution by any person in any jurisdiction or territory where such sue or distribution is prohibited or violates any law or regulation or where such use would subject Shotzr to any regulation or registration in any such territory; and users may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list;

(viii) you agree to allow the Licensed Application to automatically download and install updates from time to time from us (these updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions);

(ix) You agree to receive the foregoing updates (and permit us to deliver these to you) as part of your use of the Services;

(x) you agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

(xi) you agree not to collect or harvest any personally identifiable information, including account names, from the Services, nor to use the communication systems provided by the Services (e.g., comments, email) for any commercial solicitation purposes; 

(xii) you agree not to solicit, for commercial purposes, any users of the Services with respect to their User Generated Content, except as initiated by Shotzr on your behalf; and

(xiii) you may not remove, alter, or obscure any product identification, copyright and any other intellectual property marks, labels, or other notices on the Licensed Application. 

(c) In addition to the general restrictions in Section 2(b) above, the following restrictions and conditions apply specifically to your use of Social Media Content unless expressly stated in these Terms or by us in writing:

(i) you agree not to access Social Media Content through any technology or means other than the Licensed Application or Services for other explicitly authorized means we may designate. 

(ii) you agree not to download, stream, or use for Social Media Marketing more than one hundred (100) photos or images of Social Media Content per month as a user of the Services and acknowledge and agree that any violation of this limit, without written permission of Shotzr, may subject you to monetary penalties or fines and access to your account on the Services terminated. 

(iii) Social Media Content is provided to you AS IS. You may access Social Media Content for your information and use solely as intended through the provided functionality of the Services and Licensed Application and as permitted under these Terms. You shall not download any User Generated Content or Social Media Content unless you see a “download” or similar link displayed by us on the Services for that User Generated Content or Social Media Content. Except as authorized herein, you shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any User Generated Content or Social Media Content for any other purpose without our prior written consent or the respective licensors of the User Generated Content or Social Media Content. Shotzr and its licensors reserve all rights not expressly granted in and to the Services and the User Generated Content and Social Media Content.

(iv) You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any User Generated Content or Social Media Content or enforce limitations on use of the Services or the User Generated Content or Social Media Content therein.

(v) We reserve the right to remove any User Generated Content or Social Media Content without prior notice.

(vi) The license granted to you as a user of the Licensed Application and Services is set forth in section 3(a)(ii) and is limited to the terms of that license. You agree, as a user, to remove any User Generated Content or Social Media Content from any platform, network, website, social media forum and from all Social Media Marketing uses, any Social Media Content used, exhibited, posted, shared, streamed, published by you as a user immediately upon our request due to potential copyright infringement under Section 6 

(vii) Notwithstanding the foregoing, you may upload original User Generated Content to the Services to promote your business or artistic enterprise, subject to these Terms 

  1. Contributor License to User Generated Content and use by Shotzr and End Users.

(a) License to User Generated Content. Contributors retain all of your ownership and proprietary rights in your User Generated Content. By submitting User Generated Content to us, Contributors hereby grant (i) Shotzr a worldwide, non-exclusive, fully paid and royalty-free, sublicenseable and transferable license to use, reproduce, distribute, post, publish, prepare derivative works of, display, and perform the User Generated Content in connection with and through the Services, the Licensed Application, our (and our successors’ and affiliates’) business and associated websites, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) to customers or users of Shotzr as directed by Shotzr for use in Digital Media, and on and through third party Digital Media platforms without further notice, consideration, permission, credit or compensation, and (ii) each user of the Services and Licensed Application a non-exclusive, fully paid and royalty-free license to use, reproduce, distribute, post, publish, prepare derivative works of, display, and perform the Social Media Content in connection with and through the use of the Services by such user as permitted through the functionality of the Services and under these Terms for Social Media Marketing purposes of any such user of the Services or the Licensed Application.

(b) Contributors also grant Shotzr and its users the right to reproduce, create derivative works from, combine with other materials, modify, alter, edit and/or touch up your User Generated Content in any manner in their sole discretion without any obligation to you. As a Contributor you also waive all moral rights to the User Generated Content and have no approval rights over use of any User Generated Content. As a Contributor you also grant Shotzr the right and license to use your name, username, likeness, image, caption, location, or other information in connection with the User Generated Content through the Services.

(c) The above licenses granted by you in the User Generated Content and Social Media Content you submit to the Services and Licensed Application terminate within a commercially reasonable time after you remove or delete your User Generated Content and/or user account from the Services. You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of your User Generated Content that have been removed or deleted. Except as set forth in 3(a)(i), all uses, licenses, distributions, posts, publications, distributions of Social Media Content by users through the Services shall be for Social Media Marketing, unless separately agreed to in writing.   Users acknowledge and agree that the Services and Licensed Application may display advertisements and promotions, and advertisements and promotions may be placed on the Services or your User Generated Content may be used in conjunctions with advertising, promotions, or Social Media and such use shall not require any further consent or consideration to be paid to you.

  1. User Generated Content and Conduct

(a) In order to access some features of the Services, you will be required to create a Shotzr account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Shotzr account, and you must keep your account password secure. You must notify us immediately of any breach of security or unauthorized use of your Shotzr account. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Shotzr or others due to such unauthorized use.

(b) As a Shotzr account holder and Contributor you may submit User Generated Content to the Services and the Licensed Application. You understand that we do not guarantee any confidentiality with respect to any User Generated Content you submit.

(c) You shall be solely responsible for the User Generated Content you submit to the Licensed Application and the consequences of submitting and publishing your User Generated Content on the Services. You affirm, represent, and warrant that (i) you own or have the necessary licenses, rights, consents, and permissions to publish and post any User Generated Content you submit, (ii) you license to Shotzr and all users all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Generated Content for publication and use by Shotzr and all users of the Services on and through the Services pursuant to these Terms, including section 3.

(d) You agree, represent and warrant that all User Generated Content you submit to the Services will not contain third-party copyrighted material or violate, misappropriate, or infringe any other third-party rights and you agree to pay any fees or royalties or other amounts owed in connection with any use of your User Generated Content through the Services.

(e) You agree not to post User Generated Content which is: excessive in size, obscene, hate speech, pornographic, violent, crude, profane, or otherwise violate any rights of a third-party.

(f) We do not endorse any User Generated Content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Generated Content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Services, and we will remove any User Generated Content if properly notified that such User Generated Content infringes on another’s intellectual property rights.

  1. Termination of the Services and Accounts.

(a) We reserve the right to discontinue any aspect of the Services at any time.

(b) We will terminate a user’s license to the Services if, under appropriate circumstances, the user is determined to be a repeat infringer.

(c) We reserve the right to decide whether User Generated Content violates these Terms for reasons other than copyright infringement. We may at any time, without prior notice and in our sole discretion, remove such User Generated Content and/or terminate this license for submitting User Generated in violation of these Terms.

(d) You may terminate your this license at any time for any reason through the functionality provided in the Services or by sending an email to support@shotzr.com with the subject line reading “TERMINATION” and including your user account name.

  1. Digital Millennium Copyright Act

(a) Various aspects of the Services, these Terms, and User Generated Content are governed by the Digital Millennium Copyright Act of 1998, as amended (“DMCA”). See 17 U.S.C 512 for further detail on the DMCA. If you are a copyright owner or an agent thereof and believe that any User Generated Content infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our DMCA agent with a notice (“DMCA Notice”) containing the following information in writing:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(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) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement 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 owner of an exclusive right that is allegedly infringed.

You may direct DMCA Notices to our DMCA Agent at 1801 W. Dry Creek Road, Littleton, CO; or email notices@shotzr.com, or call (855) 474-6897. For clarity, only DMCA Notices should go to the DMCA Agent; any other feedback, comments, requests for technical support, and other communications should be directed to our customer service at help@shotzr.com. You acknowledge that if you fail to comply with all of the requirements of this Section 6, your DMCA Notice may not be valid.

(b) Counter-Notice. If you believe that your User Generated Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Generated Content, you may send a counter-notice containing the following information to the DMCA Agent:

(i)Your physical or electronic signature;

(ii)Identification of the User Generated Content that has been removed or to which access has been disabled and the location at which the User Generated Content appeared before it was removed or disabled;

(iii)A statement that you have a good faith belief that the User Generated Content was removed or disabled as a result of mistake or a misidentification of the User Generated Content; and

(iv)Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Denver, Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our DMCA Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Generated Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User Generated Content provider, member or user, the removed User Generated Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, in our sole discretion.

  1. Disclaimers

(a) DISCLAIMER OF GENERAL WARRANTIES. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOTZR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY RELATING TO THE SERVICES INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. WE PROVIDE NO GUARANTEES OF TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE SERVICES OR THIRD-PARTY SOFTWARE CONTAINED THEREIN UNDER THESE TERMS.

SHOTZR MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICES, THE CONTENT OF ANY SITES LINKED TO THE SERVICES, ANY USER GENERATED CONTENT, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES OF USER GENERATED CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD-PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER GENERATED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. SHOTZR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SHOTZR WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE YOU AGREE TO THESE TERMS.

Nothing contained in this Section 7 shall preclude or prohibit us from providing updates, patches, bug fixes, maintenance or other modifications to the Services in our sole discretion.

(b) User Generated Content. You understand that when using the Services, you will be exposed to User Generated Content from a variety of sources and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Generated Content. You further understand and acknowledge that you may be exposed to User Generated Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless us, our owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.

(c) Consent to Use of Data. You agree that Shotzr may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Shotzr may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

(d) Location of Services. The Services are controlled and offered by Shotzr from its facilities in the United States of America. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

(e) External Services. The Licensed Application may enable access to third party software, social networking or sharing platforms and websites (collectively and individually, “External Services”). Use of any such software or service is subject to the terms of those third parties, and you agree to comply with any such third party Terms of Use when using the Licensed Application or Services. You agree that your use of the External Services is at your sole risk. Shotzr is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Shotzr or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Shotzr or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Shotzr is not responsible for any such use. External Services may not be available in all languages or in the territory where you reside, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Shotzr reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

(f) Commercial Items. The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

(g) Material Terms of Agreement. You hereby acknowledge that the warranty disclaimers set forth in this Section 7 fundamental elements of the basis of this agreement and we would not be able to provide the services on an economic basis without such limitations.

  1. Limitation of Liability

IN NO EVENT WILL SHOTZR, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY: LOST OR EXPECTED PROFITS, REVENUES, BUSINESS, OR DATA; DIMINUTION OF VALUE OR DOWNTIME OF ANY EQUIPMENT, HARDWARE, OR SOFTWARE; DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF USER GENERATED CONTENT OR ANY CONTENT ON THE LICENSED APPLICATION; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD-PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY USER GENERATED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES; (G) USE OF THE LICENSED APPLICATION OR SERVICES BY YOU FOR ANY PURPOSE; AND/OR (H) OTHERWISE RELATED TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHOTZR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IN NO EVENT WILL SHOTZR’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THESE TERMS, THE SERVICES, AND ANY USER GENERATED CONTENT EXCEED THE AMOUNT OF FEES PAID BY YOU TO SHOTZR, OR IF NO FEES HAVE BEEN PAID $100.

YOU SPECIFICALLY ACKNOWLEDGE THAT SHOTZR SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

  1. Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Shotzr, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your User Generated Content caused damage to a third-party. This defense and indemnification obligation will survive these Terms and your use of the Services.

  1. Ability to Accept these Terms

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are under 13 years of age, then please do not use the Services.

  1. Assignment

This Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shotzr without restriction.

  1. General

You agree that: (a) the Services shall be deemed solely based in Colorado; and (b) the Services shall be deemed a passive website that does not give rise to personal jurisdiction over Shotzr, either specific or general, in jurisdictions other than Colorado. These Terms shall be governed by the internal substantive laws of the State of Colorado, without respect to its conflict of laws principles. Any claim or dispute between you and Shotzr that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in the city and county Denver, Colorado. You further agree that this U.N. Convention on Contracts for the International Sale of Goods shall not apply to these Terms. these Terms, together with our Privacy Policy at www.shotzr.com/privacy/ and any other legal notices published by Shotzr on the Services, shall constitute the entire agreement between you and Shotzr concerning the Services. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

YOU AND SHOTZR EXPRESSLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding these Terms, or wish to obtain additional information, please send an e-mail to help@shotzr.com.

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