Effective Date: September 30, 2022
Jiveworld, SPC, a California social purpose corporation, operates the www.jiveworld.com and www.lupa.app websites and subdomains, and the Jiveworld and Lupa branded applications and their account management features, documentation and content (“Apps”). We offer the Apps in various formats, including browser-based alternatives (for all devices) and mobile native (for smartphones and tablets).
This binding End User License Agreement (“Agreement”) governs your use of the Apps and all related documentation and content. The Apps are licensed, not sold, to you.
By installing or using the Apps or any portion thereof, you (a) acknowledge that you have read and understand this Agreement, and (b) accept this Agreement and agree that you are legally bound by its terms.
If you do not agree to these terms, then do not download, install or use the Apps, and delete the Apps from your devices.
Subject to the terms of this Agreement, Jiveworld grants you a limited, non-exclusive, worldwide, and non-transferable license to download, install, perform, display and use the Apps for your personal use on any computing device (including mobile devices) owned or otherwise controlled by you. This personal use license applies to trial users, paying users, users with complimentary access, and users accessing the Apps via a group/classroom license.
You will use the Apps only for lawful purposes and in accordance with this Agreement. You will not:
You acknowledge and agree that the Apps are provided under license, and not sold, to you. You do not acquire any ownership interest in the Apps under this Agreement, nor do you acquire any rights thereto other than to use the Apps in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Jiveworld, SPC and its licensors and service providers reserve and will retain their entire right, title, and interest in and to the Apps, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. Jiveworld, Bolero and all related trade names, logos, product and service names, designs, and slogans are trademarks of Jiveworld, SPC. You may not use such trademarks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Apps, including but not limited to Lupa and Radio Ambulante, are the trademarks of their respective owners.
You acknowledge and agree that you are entirely responsible for taking precautions and providing security measures best suited to your situation and use of the Apps installed or displaying on your devices.
In creating a user account, you agree that you will (a) provide true, accurate, current and complete information about yourself as prompted by the registration sequence, and (b) maintain and promptly update such information in order to ensure that it remains true, accurate, current and complete. If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may, at our sole discretion, suspend or terminate your user account and refuse any and all current or future use of the Apps.
You are entirely responsible for the security and confidentiality of your user account and password. You will not share your user account and password with any third party. You agree that you will immediately notify us of any unauthorized use of your user account or other breach of the security of the Apps of which you become aware.
The Apps may display, include, or make available third-party content (including, but not limited to, data, audio files, documents, information and other materials) and provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Jiveworld, SPC is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
We may from time to time develop and provide updates to the Apps, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, “Updates”). You acknowledge that Updates may modify or delete in their entirety certain features and functionality of the Apps. You agree that Jiveworld, SPC has no obligation to provide any updates or to continue to provide or enable any particular features or functionality.
Based on your account and/or device settings, when your devices are connected to the internet: (a) the Apps may automatically download and install Updates when they are available, or (b) you may receive notice of or be prompted to download/refresh your browser and install available Updates, or (c) Updates may be made available for you to download or install in a similar manner to the means by which you downloaded or installed the Apps.
You agree to promptly download or install all Updates, and you acknowledge and agree that the Apps or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Apps and be subject to all terms and conditions of this Agreement.
The term of this Agreement commences when you download or install the Apps or create a user account to access the Apps, and will continue in effect until terminated by you or Jiveworld, SPC as set forth in this section.
You may terminate this Agreement by deleting the Apps and all copies thereof from all your devices and close your user account either via your account management page on our Sites or by contacting us. Jiveworld, SPC may terminate this Agreement at any time without notice if it ceases to support the Apps. In addition, we may terminate this Agreement immediately if we determine, at our sole discretion, that you have violated any of the terms or conditions of this Agreement.
Upon termination: (a) all rights granted to you under this Agreement will also terminate, and (b) you must cease all use of the Apps and delete all copies of the Apps from your devices.
Termination will not limit any of our rights or remedies at law or in equity.
To the extent permitted by applicable law, the Apps are provided “as is” and with “all faults” and defects without warranty of any kind. To the maximum extent permitted under applicable law, we, on our own behalf and on behalf of our licensors and service providers, expressly disclaim all representations and warranties of any nature, whether express, implied, statutory or otherwise, with respect to the Apps, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties that may arise out of course of dealing, course of performance, usage, or trade practice. We provide no warranty or undertaking, and make no representation of any kind that the Apps will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, documents, materials or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
To the fullest extent permitted by applicable law, in no event will Jiveworld, SPC or any of its affiliates or representatives, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the Apps for: (a) personal injury, property damage, lost profits, cost of substitute goods or services, loss, damage, corruption or recovery of data, harm to reputation, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, enhanced or punitive damages; (b) direct damages in amounts that in the aggregate exceed the amount actually paid by you for the Apps.
The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or we were advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you.
You agree to indemnify, defend and hold harmless Jiveworld, SPC and its affiliates, and its and their respective officers, directors, employees, agents, successors and assigns (each, an “Indemnitee”) from and against any and all losses incurred by such Indemnitee in connection with any claim or action by a third party arising out of or relating to any: (a) content that you upload, post, email, transmit or otherwise make available via the Apps; (b) your breach of any of your representations, warranties, covenants or obligations under this Agreement; or (c) negligence or any more culpable act or omission (including recklessness or willful misconduct) by you in connection with this Agreement or its subject matter.
The Apps may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Apps to, or make the Apps accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Further, you will not export, re-export, or release the Apps to, or make the Apps accessible from, any non-U.S. jurisdiction or country unless with the express authorization of Jiveworld, SPC.
The Apps are considered “commercial computer software” as defined in 48 C.F.R. §2.101. Accordingly, if you are an agent or contractor of the U.S. Government, you receive only those rights with respect to the Apps as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
Jiveworld, SPC may provide you with notices regarding the Apps by messages sent via the Apps, by email, or by other means.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
This Agreement is governed by and construed in accordance with, and any dispute arising out of or relating to this Agreement or the Apps will be governed by, the laws of the State of California without giving effect to any choice or conflict of law provision or rule.
Any and all claims, causes of action or disputes arising out of or relating to this Agreement, and in which Jiveworld, SPC is a party, will be settled by arbitration administered by the American Arbitration Association or its successor in accordance with its Commercial Arbitration Rules or other applicable rules as determined by the arbitrator(s). Arbitration proceedings will be conducted in Marin County, California in the English language, and, at the request of either party, result in a written statement of the facts and legal reasoning supporting the decision of the arbitrator(s). Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
To the fullest extent permitted by applicable law, you and Jiveworld, SPC agree that (a) any claim that arises from or relates to this Agreement or the Apps will not be asserted as a class action or collective action, whether in arbitration, court or any other forum; and (b) the arbitrator(s) may not consolidate more than one person’s claims, nor otherwise preside over any form of a representative or class proceeding and may not award class-wide relief. Disputes between you and Jiveworld, SPC arising from or relating to this Agreement or the Apps will be resolved only on an individual basis and will not be joined or consolidated with any other proceeding that involves any claim or controversy of any other party. Neither party will have a right to resolve such disputes on a class action basis or on any basis involving such disputes brought in a purported representative capacity on behalf of other persons or entities similarly situated or the general public.
In the event that any action, suit, or other legal or administrative proceeding arising out of or relating to this Agreement or use of the Apps is instituted or commenced by either party against the other party, the prevailing party will be entitled, in addition to any other rights or remedies it may have, to recover its expenses relating to such proceeding from the non-prevailing party, including reasonable attorneys’ fees, court costs, and arbitration fees and expenses.
No failure to exercise, and no delay in exercising, on the part of either you or Jiveworld, SPC, any right or any power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
Each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or use of the Apps must be filed within one (1) year after such claim or cause of action arose or be forever barred.
For all requests and notices to Jiveworld, SPC regarding this Agreement, your communication must be sent to [email protected]. For other inquiries, please reach out to our support team at [email protected]. Jiveworld, SPC’s mailing address is 100 Shoreline Highway, Ste. B-100, Mill Valley, CA 94941.