SHORTHAND MOBILE, INC.

TERMS OF SERVICE LICENSE AGREEMENT

Updated: October 1, 2013


Important: READ CAREFULLY BEFORE DOWNLOADING

INCLUDES A SOFTWARE APPLICATION FOR SHORTHAND , RELATED DOCUMENTATION, WEBSITE AND APPS (COLLECTIVELY, "THE SERVICE") THAT BELONGS TO SHORTHAND MOBILE, INC. ("SHORTHAND"), THE USE OF WHICH IS SUBJECT TO THIS CLICK-THROUGH SERVICE LICENSE AGREEMENT ("AGREEMENT"). CLICKING ON THE "I ACCEPT" BUTTON OR USING THE SERVICE (INCLUDING DOWNLOADING THE SOFTWARE APPLICATION AND APPS) CONSTITUTES ACCEPTANCE BY YOU ("YOU" MEANS YOU OR THE BUSINESS ENTITY ON WHOSE BEHALF YOU USE OR INSTALL THE SERVICE, AS APPLICABLE) TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE SYSTEM RECEIVING YOUR RESPONSE IS NOT CAPABLE OF INTERPRETING OR REACTING TO ANY TERMS OR INPUT SUBMITTED OR TRANSMITTED BY YOU OTHER THAN ACCEPTANCE OR REJECTION. IF YOU DO NOT AGREE (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT YOU WILL NOT BE AUTHORIZED TO DOWNLOAD, INSTALL, OR USE THE SERVICE. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.

NOTICE: The Service is still under development. Shorthand is providing You with access to and use of the Service under the terms of this Agreement as part of Shorthand 's development process. This Agreement may be cancelled and your use of and access to the Service may be stopped at any time without prior notice. Use of the Service may result in additional charges by your wireless carrier (for example, airtime and SMS (text) messaging charges). You are solely responsible for all such fees. Please contact your wireless carrier for further information.

The Shorthand application and Apps may make use of SMS (text) messaging and/or wireless data for sending requests and for receiving responses and alerts. In addition to these messages or data connections which are initiated by the user, the Shorthand application may from time to time send additional SMS (text) messages or data communications for the purpose of communicating control information between the client and the server. The Shorthand application is designed to minimize the number of such control messages. Standard text messaging fees or data fees will apply to all messages or data communications sent and received. It may not always be clear to the user when Shorthand is sending or receiving SMS messages or data communications. It is the user’s responsibility to monitor SMS usage and cost and data usage and cost with their carrier. A ‘Message and Data Counter’ is provided in Shorthand to help monitor SMS and data usage, however, the carrier is always the official source for SMS and data usage and fees. Shorthand shall not be liable for any standard or premium SMS charges or data charges by the carrier.

Certain actions on the part of the user may cause a data connection or browser to be opened from within the Shorthand application. Before such a data connection is made, the application may, but is under no obligation to, provide an indication to the user (e.g. "Data Charges will apply") and an option to cancel such action. Should such a data connection or browser be opened, data changes will apply. The Apps provide access to content and services of third parties and/or Shorthand Mobile. Shorthand is not responsible in any way for such third party or Shorthand Mobile content and services, to specifically include their performance, accuracy, content or services. The use of trademarks of third parties is only intended to identify content or services of such third parties. All trademarks are owned by the respective third parties and, unless otherwise noted, are not licensed, approved or authorized by such third parties. Shorthand is a registered trademark of Shorthand Mobile, Inc in the United States and other countries. Any rights not expressly granted in this contract are reserved.

  • License Grant. Subject to the terms and conditions of this Agreement, Shorthand grants You a limited, non-transferable, non-sub-licensable, non-exclusive license to use the Service as contemplated in the applicable documentation. You are not granted any rights or licenses in the Service other than those rights expressly granted in this Agreement.
  • Permitted Uses. The Service is licensed only to You for your personal use and may not be transferred to anyone without Shorthand’s prior written authorization. This Agreement will automatically terminate in the event of any violation of this Agreement by You.
  • Ownership. Shorthand and its licensors retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (i) the Service, all copies and derivative works thereof (by whomever produced), (ii) additions, modifications, suggestions for improvements or additional features thereto arising during the term of this agreement and (iii) all copyright rights, patent rights, trade secret rights and all other intellectual property and proprietary rights anywhere in the world in all of the foregoing.
  • Shared information. You agree that You solely use the Service for lawful purposes. All content and/or communications, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such content and/or communications. Shorthand may not monitor or control the content and/or communications posted via the Service and therefore accepts no responsibility or liability for any such content and/or communications. Any use or reliance on any content and/or communications or materials posted via the Service or obtained by You through the Service is at your own risk. You acknowledge and agree that You remain solely responsible and liable for the communications and content that You share or transmit using the Shorthand Service and that You hold all (intellectual property) rights in the content and/or communications shared, published or transmitted by means of the Service or that You have obtained the permission from the third party that holds the (intellectual property) rights..
  • You shall not (and shall not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, or underlying ideas or algorithms of the Service (except to the extent expressly permitted under applicable law); (ii) provide, lease, lend, use for timesharing or otherwise use or allow others to use the Service to or for the benefit of third parties; (iii) modify, incorporate into or with other hardware or Service, or create a derivative work of any part of the Service; (iv) hack or gain unauthorized access to any Shorthand server, network or hardware of Shorthand or any other person or entity; (v) use the Service in any way that could overload, damage, disable, disrupt or harm the Service or any Shorthand server, or the network(s) associated to any Shorthand server or interfere with any other user’s use of the Service; (vi) launch or use any automated system, including but not limited to “spiders”, “robots”, “load testers” etc. that sends more messages to the Shorthand servers in a certain time frame than a person can reasonably produce in the same amount of time using the Service; (vii) register user accounts using any automated process; or (viii) disseminate performance information or analysis from any source relating to the Service. You agree to cooperate with Shorthand and its licensors in connection with their efforts to protect their copyright and other legal rights in the Service.
  • You shall not use the service to (and shall not allow any third party to use the service to): (i) send any unsolicited mass mailings (e.g., “spam” or “spim”); (ii) collect or store personal information from other users other than the information collected during the normal course of using the Service. (e.g. “phishing”); (iii) threaten or harass any person or entity; (iv) infringe on any other user’s and/or third party’s (intellectual property) rights; (v) expose any person to material that is obscene, unlawful, defamatory, libelous, hateful, racially or ethically offensive, harmful to minors, illegal or encourages criminal behaviors; (vi)impersonate another person or entity; (vii) send any material containing Trojan horses, viruses, worms or other harmful or destructive items; (viii) breach these Terms of Service; or (ix) commence or encourage any activity that breaches the law, public morality or public order.
  • Shorthand reserves the right to edit, correct, take down, store and/or permanently delete any material posted by You in any user profile, forum, chat or other use of the Service that Shorthand in its discretion deems to be in breach of the above rules or otherwise inappropriate for any reason, or as required by any public authority, and to cooperate with and when requested to do so retain and/or provide such material to any such authority.
  • You agree that Shorthand might force limits on the use of the Service and/or terminate your use in order to ensure “fair use” and guard the the Service and its network.
  • Please be advised that other users may use the content and/or communications shared, published and/or transmitted by You by means of the Service. Shorthand can not guarantee that other users will use your content and/or communications in accordance with these Terms of Service and/or that your content and/or communications will be kept private.
  • Certain Shorthand Services allow You to use third-party Instant Messaging (IM) services, Social Networks (SN) and applications. The use of any of these third party services is subject to the terms and conditions of these services.
  • Furthermore the Service may also contain links to other websites or services and advertisements. Such linked websites are not under the control of Shorthand and Shorthand is not responsible for the contents of any linked website or any link contained in a linked website. The inclusion of any link does not imply endorsement by Shorthand or the website. Linked websites may have different terms of use and privacy policies.
  • This Agreement will become effective on the date You click on the "I Accept" button or otherwise use the Service and will remain in force until terminated. You may terminate this Agreement at any time, and Shorthand may terminate this Agreement at any time. You agree to remove the Shorthand application and Apps from your phone immediately upon any termination of this Agreement, and certify the same in writing if requested.
  • Privacy Policy. Except as otherwise stated herein, the Service is subject to Shorthand ’s Privacy Policy found at www.shorthandmobile.com, which is expressly made a part of this agreement. Please read Shorthand ’s Privacy Policy to learn about how Shorthand collects, uses, and may disclose your information.
  • Your Registration and Account.
    • You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data in order to keep it accurate, current, and complete. Shorthand may terminate your rights to any or all of the Service if any information You provide is false, inaccurate, or incomplete.
    • You are responsible for maintaining the confidentiality and security of the information used by You to access and manage your Shorthand account ("Account"). You should not reveal your Account information to anyone else because You are responsible for any losses arising out of the unauthorized use of your Account which is not due to the negligence of Shorthand .
    • You agree that it is your responsibility to notify Shorthand if you delete Shorthand or wish to stop using the Service
  • Right to Change Prices and Availability of Service. Prices and availability of the Service are subject to change at any time.
  • Termination by Shorthand . If You fail, or Shorthand concludes that You have failed, to comply with any of the provisions of this Agreement, Shorthand , at its sole discretion, without notice to You may: (i) terminate this agreement and/or your Account; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).
  • Confidentiality. You acknowledge that the Service contains valuable trade secrets of Shorthand and other information proprietary to Shorthand and its licensors. You shall keep confidential such trade secrets and proprietary information, including without limitation all information concerning ideas and algorithms related to the Service.
  • No Warranty.THE SERVICE PROVIDED UNDER THIS AGREEMENT IS STILL BEING DEVELOPED. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE MAY CONTAIN DEFECTS AND ERRORS. YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED BY SHORTHAND AND ITS LICENSORS "AS IS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER SHORTHAND NOR ITS LICENSORS WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. NEITHER SHORTHAND NOR ITS LICENSORS WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE OF THE SERVICE INCLUDING, WITHOUT LIMITATION, THE CORRECTNESS, ACCURACY OR RELIABILITY OF SUCH USE OR RESULTS.
  • Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHORTHAND AND ITS LICENSORS WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS YOU PAID FOR THE SERVICE ($0.00); (II) ANY LOST DATA OR OTHER EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, MOBILE PHONE FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY AND ALL LOST PROFITS, EVEN IF SHORTHAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (III) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  • Indemnity. You agree to indemnify and hold Shorthand and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service or any subject matter of this Agreement.
  • Wireless Carrier requirements. This Agreement is between You and Shorthand and not between You, Shorthand and any wireless carrier. You agree:
    • Wireless carriers are not responsible for the Service.
    • Wireless carriers have no obligation to furnish any maintenance or support services with respect to the Service.
    • Wireless carriers are not responsible for product warranties whatsoever
    • Wireless carriers are not responsible for addressing any claims by You or any third party relating to the Service or your use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulator requirement; and (iii) claims arising under consumer protection or similar legislation.
    • Wireless carriers and their subsidiaries are third party beneficiaries of the Agreement and, upon Your acceptance of the Agreement, wireless carriers have the right (and will be deemed to have accepted the right) to enforce the Agreement against You as a third beneficiary thereof.
  • Miscellaneous. A party’s failure to exercise or its delay in exercising any rights hereunder will not be deemed to be a waiver of such right. If any provision of this Agreement shall be held by any court of competent jurisdiction 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 shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized officer of Shorthand .
  • If you have any questions, please contact us via email at: support@shorthandmobile.com.
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