End User License Agreements


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GNARBOX Software End User License Agreement 

IMPORTANT – READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS PAGE. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY ITS TERMS. YOU MAY NOT USE THE SOFTWARE UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. YOU MAY PRINT THIS AGREEMENT OR SAVE IT AS A FILE ON YOUR COMPUTER. SECTION 15 OF THIS END USER LICENSE AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES THE RESOLUTION OF ANY DISPUTES ON AN INDIVIDUAL BASIS, WAIVES YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTIONS, CLASS ARBITRATIONS OR JURY TRIALS, AND LIMITS YOUR RIGHT TO SEEK RELIEF IN COURT.

This EULA is between you and MyGnar, Inc. (“MyGnar”). This EULA sets forth the terms and conditions governing your use of the software embedded on your GNARBOX product and associated online or electronic documentation (such software and documentation, collectively, the “GNARBOX Software”) and, if applicable, your use of the GNARBOX Software with any hardware devices and products (the “GNARBOX”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE GNARBOX OR THE GNARBOX SOFTWARE AND YOU MAY CHOOSE TO RETURN YOUR GNARBOX FOR A REFUND OF YOUR PURCHASE PRICE BY CONTACTING MYGNAR’S CUSTOMER SERVICE.

This EULA only governs your use of the GNARBOX Software, and expressly excludes any other services, obligations, conditions or licenses that MyGnar may offer or be liable for, including but not limited to, terms of sale, GNARBOX warranties, GNARBOX Mobile Phone Applications, and MyGnar website services.

By USING THE GNARBOX, you are ACCEPTING and AGREEING TO THIS EULA on behalf of yourself and/or the entity you represent and WARRANT that you have the right, authority, and capacity to accept and agree to this EULA on behalf of yourself and/or entity you represent. Further, you represent that you are of sufficient legal age in your jurisdiction or residence use or access the GNARBOX Software and enter into this EULA.


1. Ownership and Copyright
All right, title, and interest in the GNARBOX Software is owned by MyGnar or its licensors. MyGnar or its licensors shall at all times retain all copyright and other intellectual property rights in the GNARBOX Software except for the license expressly granted to you in Section 2. Except for such express license, no right, title, interest or license in or to the GNARBOX Software is granted, assigned or transferred to you. You hereby agree not to take any action that interferes with or purports to dispute MyGnar or its licensors’ rights with respect to the GNARBOX Software.


2. License
Subject to the terms of this EULA, MyGnar hereby grants to you a personal, non- exclusive, non-transferable, non-sub-licensable and revocable license to execute one (1) copy of the GNARBOX Software, in executable object code form only, solely for use in conjunction with the GNARBOX that you own or control.


3. Restrictions
You hereby agree that you shall not, and you shall not allow others to: (1) copy or use the GNARBOX Software for any purpose other than as permitted in Section 2; (2) reverse engineer, decompile, disassemble, or otherwise attempt to discover or modify in any way the underlying source code of the GNARBOX Software, or any part thereof; (3) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the GNARBOX Software, documentation or any part thereof; (4) attempt to circumvent or disable the GNARBOX Software or any technology features of measures in the GNARBOX Software; (5) resell, sublicense or distribute the GNARBOX Software; (6) provide, make available to, or permit use of the GNARBOX Software, in whole or in part, by any third party (except as expressly set forth herein) without MyGnar's prior written consent; (7) use the GNARBOX Software to create or enhance a competitive product; (8) remove GNARBOX Software that was delivered on the GNARBOX you own or possess and load such GNARBOX Software onto any other hardware or computer device without MyGnar’s prior written consent; or (9) perform or fail to perform any act which would result in a misappropriation or infringement of MyGnar’s intellectual property rights in the GNARBOX and GNARBOX Software.


In some instances, the GNARBOX Software may operate with devices manufactured from entities other than GNARBOX (“Third Party Devices”). You acknowledge and agree that MyGnar makes no representations or warranties with respect to the quality or capability of any such Third Party Device. MyGnar makes no guarantees that the GNARBOX Software is, or will be, or will remain compatible with any such Third Party Devices.

You may not:
i. use the GNARBOX Software for any purposes other than (i) to disseminate or receive original or appropriately licensed content, or (ii) to access the GNARBOX Software as such services are offered by MyGnar;

ii. rent, lease, loan, sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the GNARBOX Software or any content contained therein;

iii. use the GNARBOX Software for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
iv. remove, circumvent, disable, damage or otherwise interfere with security-related features of the GNARBOX Software, features that prevent or restrict use or copying of any content accessible through the GNARBOX Software, or features that enforce limitations on the use of the GNARBOX Software;

In addition to its other rights and remedies under this Agreement, MyGnar may refer any suspected any activity that violates this Section 3 to appropriate law enforcement authorities.


4. Software Updates
MyGnar may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the GNARBOX Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your only remedy is to stop using your GNARBOX. If you do not cease using the Product, you will receive Updates automatically. Further, you acknowledge that you may be required to install Updates to use the GNARBOX and the GNARBOX Software and you agree to promptly install any Updates. Your continued use of the GNARBOX is your agreement to this EULA. You agree that MyGnar is not obligated to provide or develop for you any patches, bug fixes, updates, or any other modifications for you; or provide you any software or hardware support.


5. Open Source
Certain software included with the GNARBOX Software are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, MyGnar makes such Open Source Software, and MyGnar’s modifications to that Open Source Software, available by written request to MyGnar at the email or mailing address listed in Section 16.


6. Term & Termination
This EULA and the license granted hereunder are effective on the date you agree to this EULA and shall continue for as long as you own the Product, unless this EULA is terminated under this section. MyGnar may terminate this EULA at any time, without notice to you, if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to MyGnar. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the GNARBOX and the GNARBOX Software. The terms of Sections 6 through 19 (inclusive) will remain in effect, after any such termination. In addition to any other remedy available to MyGnar, you agree that MyGnar may seek immediate injunctive relief in the event of a breach of this EULA by you.


7. Disclaimer of Warranty
THE GNARBOX SOFTWARE IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. MYGNAR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MYGNAR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, 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.


8. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL MYGNAR OR ITS AFFILIATES, 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 GNARBOX SOFTWARE:

a) PERSONAL INJURY,PROPERTY DAMAGE,LOST PROFITS,COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE GNARBOX.
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 MYGNAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 FURTHER ACKNOWLEDGE THAT THE GNARBOX SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE GNARBOX SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.


9. Indemnification
You agree to indemnify, defend, and hold harmless MyGnar and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the GNARBOX and GNARBOX Software or your breach of this EULA, including but not limited to the content you create or make available through your use of the GNARBOX.


10. Confidentiality
“Confidential Information” shall mean the GNARBOX Software and all other information disclosed to you by MyGnar either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of MyGnar. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify MyGnar in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA, and will cooperate with MyGnar in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify MyGnar prior to such disclosure to allow MyGnar an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with MyGnar in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.


11. U.S. Government End Users
The GNARBOX Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application 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 US Government licensees and their contractors.


12. Export Compliance
The GNARBOX and GNARBOX Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the GNARBOX and GNARBOX Software to, or make the GNARBOX Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the GNARBOX or GNARBOX Software available outside the US.


13. Assignment
Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.


14. Governing Law
The courts in some countries will not apply California law to some types of disputes. If you reside in one of those countries, then where California law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that this EULA, and any claim, dispute, action, cause of action, issue, or request for relief relating to this EULA, will be governed by the laws of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court located in Los Angeles County, California and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such claim or dispute, except that MyGnar may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.


15. Disputes; Binding Individual Arbitration; Waiver of Class Actions and Class Arbitrations
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS EULA, INCLUDING THE BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”). THE ARBITRATION WILL TAKE PLACE IN LOS ANGELES COUNTY, CALIFORNIA. You and MyGnar shall select jointly one arbitrator from a panel of arbitrators submitted to the Parties by AAA who have, to the fullest extent possible, experience with and knowledge of the relevant industry. If the Parties are unable to select jointly an arbitrator, the AAA shall appoint the arbitrator. The arbitrator shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. YOU AND MYGNAR AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THE TERMS OF USE DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION AGREEMENT WILL REMAIN IN FORCE.

ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.

Notwithstanding any provision herein to the contrary, you and MyGnar agree that if MyGnar makes an future amendments to the dispute resolution procedure and class action waiver provisions in this EULA, you may reject any such amendment by sending a written letter to MyGnar within thirty (30) days of the change. By rejecting any future amendment, you are agreeing that you will arbitrate any dispute, controversy or claim between us in accordance with the language of this Section 15

If any provision of this Section 15 is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.


16. Notices
Please send all notices:

By email to: team@gnarbox.com

By post to:
MyGnar, Inc.
Attn: Legal Department
2525 Main St, Ste 300
Santa Monica, CA 90405


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


18. Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern.


19. General
The GNARBOX Software is deemed irrevocably accepted upon your use of the GNARBOX Software or GNARBOX. MyGnar will have no responsibility to provide maintenance or support services with respect to the GNARBOX Software. The parties are independent contractors.

You acknowledge that the GNARBOX Software contains valuable trade secrets and proprietary information of MyGnar, that any actual or threatened breach of Section 3 (Restrictions) of this EULA will constitute immediate, irreparable harm to MyGnar for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA.
Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is in writing hand-signed by the parties.




 

GNARBOX App End User License Agreement 

IMPORTANT – READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS PAGE. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY ITS TERMS. YOU MAY NOT USE THE SOFTWARE UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. YOU MAY PRINT THIS AGREEMENT OR SAVE IT AS A FILE ON YOUR COMPUTER. SECTION 15 OF THIS END USER LICENSE AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES THE RESOLUTION OF ANY DISPUTES ON AN INDIVIDUAL BASIS, WAIVES YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTIONS, CLASS ARBITRATIONS OR JURY TRIALS, AND LIMITS YOUR RIGHT TO SEEK RELIEF IN COURT.

This EULA is between you and MyGnar, Inc. (“MyGnar”). This EULA sets forth the terms and conditions governing your use of the GNARBOX App and, if applicable, your use of the GNARBOX App with any hardware devices and products (the “GNARBOX”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE GNARBOX APP.

This EULA only governs your use of the GNARBOX App, and expressly excludes any other services, obligations, conditions or licenses that MyGnar may offer or be liable for, including but not limited to, terms of sale, GNARBOX warranties, and MyGnar website services.

By USING THE GNARBOX App, you are ACCEPTING and AGREEING TO THIS EULA on behalf of yourself and/or the entity you represent and WARRANT that you have the right, authority, and capacity to accept and agree to this EULA on behalf of yourself and/or entity you represent. Further, you represent that you are of sufficient legal age in your jurisdiction or residence use or access the GNARBOX App and enter into this EULA.


1. Ownership and Copyright
All right, title, and interest in the GNARBOX App is owned by MyGnar or its licensors. MyGnar or its licensors shall at all times retain all copyright and other intellectual property rights in the GNARBOX App except for the license expressly granted to you in Section 2. Except for such express license, no right, title, interest or license in or to the GNARBOX App is granted, assigned or transferred to you. You hereby agree not to take any action that interferes with or purports to dispute MyGnar or its licensors’ rights with respect to the GNARBOX App.


2. License
Subject to the terms of this EULA, MyGnar hereby grants to you a personal, non- exclusive, non-transferable, non-sublicensable and revocable license to use one (1) copy of the GNARBOX App, in executable object code form only, solely for use in conjunction with the GNARBOX that you own or control.


3. Restrictions
You hereby agree that you shall not, and you shall not allow others to: (1) copy or use the GNARBOX App for any purpose other than as permitted in Section 2; (2) reverse engineer, decompile, disassemble, or otherwise attempt to discover or modify in any way the underlying source code of the GNARBOX App, or any part thereof; (3) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the GNARBOX App, documentation or any part thereof; (4) attempt to circumvent or disable the GNARBOX App or any technology features of measures in the GNARBOX App; (5) resell, sublicense or distribute the GNARBOX App; (6) provide, make available to, or permit use of the GNARBOX App, in whole or in part, by any third party (except as expressly set forth herein) without MyGnar's prior written consent; (7) use the GNARBOX App to create or enhance a competitive product; (8) remove the GNARBOX App that was delivered on the GNARBOX you own or possess and load such GNARBOX App onto any other hardware or computer device without MyGnar’s prior written consent; or (9) perform or fail to perform any act which would result in a misappropriation or infringement of MyGnar’s intellectual property rights in the GNARBOX and GNARBOX App.

The GNARBOX App may operate with devices manufactured from entities other than GNARBOX (“Third Party Devices”). You acknowledge and agree that MyGnar makes no representations or warranties with respect to the quality or capability of any such Third Party Device. MyGnar makes no guarantees that the GNARBOX App is, or will be, or will remain compatible with any such Third Party Devices.

You may not:
i. use the GNARBOX App for any purposes other than (i) to disseminate or receive original or appropriately licensed content, or (ii) to access the GNARBOX App as such services are offered by MyGnar;

ii. rent, lease, loan, sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the GNARBOX App or any content contained therein;

iii. use the GNARBOX App for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

iv. remove, circumvent, disable, damage or otherwise interfere with security-related features of the GNARBOX App, features that prevent or restrict use or copying of any content accessible through the GNARBOX App, or features that enforce limitations on the use of the GNARBOX App;

In addition to its other rights and remedies under this Agreement, MyGnar may refer any suspected any activity that violates this Section 3 to appropriate law enforcement authorities.


4. App Updates
MyGnar may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the GNARBOX App and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your only remedy is to stop using your GNARBOX. If you do not cease using the Product, you may receive Updates automatically. Further, you acknowledge that you may be required to install Updates to use the GNARBOX and the GNARBOX App and you agree to promptly install any Updates. Your continued use of the GNARBOX App is your agreement to this EULA. You agree that MyGnar is not obligated to provide or develop for you any patches, bug fixes, updates, or any other modifications for you; or provide you any software or hardware support.


5. Open Source
Certain software included with the GNARBOX App are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, MyGnar makes such Open Source Software, and MyGnar’s modifications to that Open Source Software, available by written request to MyGnar at the email or mailing address listed in Section 16.


6. Term & Termination
This EULA and the license granted hereunder are effective on the date you agree to this EULA and shall continue for as long as you use the GNARBOX App, unless this EULA is terminated under this section. MyGnar may terminate this EULA at any time, without notice to you, if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to MyGnar. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the GNARBOX and the GNARBOX App. The terms of Sections 6 through 20 (inclusive) will remain in effect, after any such termination. In addition to any other remedy available to MyGnar, you agree that MyGnar may seek immediate injunctive relief in the event of a breach of this EULA by you.


7. Disclaimer of Warranty
THE GNARBOX APP IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. MYGNAR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MYGNAR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, 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.


8. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL MYGNAR OR ITS AFFILIATES, 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 GNARBOX APP:

a) PERSONAL INJURY,PROPERTY DAMAGE,LOST PROFITS,COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE GNARBOX.
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 MYGNAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 FURTHER ACKNOWLEDGE THAT THE GNARBOX APP IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE GNARBOX APP COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.


9. Indemnification
You agree to indemnify, defend, and hold harmless MyGnar and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the GNARBOX App or your breach of this EULA, including but not limited to the content you create or make available through your use of the GNARBOX.


10. Confidentiality
“Confidential Information” shall mean the GNARBOX App and all other information disclosed to you by MyGnar either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of MyGnar. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify MyGnar in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA, and will cooperate with MyGnar in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify MyGnar prior to such disclosure to allow MyGnar an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with MyGnar in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.


11. U.S. Government End Users
The GNARBOX App is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application 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 US Government licensees and their contractors.


12. Export Compliance
The GNARBOX App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re- export, or release the GNARBOX App to, or make the GNARBOX App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the GNARBOX App available outside the US.


13. Assignment
Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.


14. Governing Law
The courts in some countries will not apply California law to some types of disputes. If you reside in one of those countries, then where California law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that this EULA, and any claim, dispute, action, cause of action, issue, or request for relief relating to this EULA, will be governed by the laws of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court located in Los Angeles County, California and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such claim or dispute, except that MyGnar may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.


15. Disputes; Binding Individual Arbitration; Waiver of Class Actions and Class Arbitrations
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS EULA, INCLUDING THE BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”). THE ARBITRATION WILL TAKE PLACE IN LOS ANGELES COUNTY, CALIFORNIA. You and MyGnar shall select jointly one arbitrator from a panel of arbitrators submitted to the Parties by AAA who have, to the fullest extent possible, experience with and knowledge of the relevant industry. If the Parties are unable to select jointly an arbitrator, the AAA shall appoint the arbitrator. The arbitrator shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. YOU AND MYGNAR AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THE TERMS OF USE DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION AGREEMENT WILL REMAIN IN FORCE.

ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.

Notwithstanding any provision herein to the contrary, you and MyGnar agree that if MyGnar makes any future amendments to the dispute resolution procedure and class action waiver provisions in this EULA, you may reject any such amendment by sending a written letter to MyGnar within thirty (30) days of the change. By rejecting any future amendment, you are agreeing that you will arbitrate any dispute, controversy or claim between us in accordance with the language of this Section 15.

If any provision of this Section 15 is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.


16. Notices
Please send all notices:

By email to: team@gnarbox.com

By post to:

MyGnar, Inc.
Attn: Legal Department
2525 Main St, Ste 300
Santa Monica, CA 90405


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


18. Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern.


19. Third-Party Sites, Products and Services; Links
The GNARBOX App may include links or references to other information, resources, web sites or services solely as a convenience to Users ("External Sites"). MyGnar does not endorse any such External Sites or the information, materials, products, or services contained on or accessible through External Sites. In addition, your correspondence or business dealings with, any External Sites found on or through the GNARBOX App are solely between you and the applicable third-party. Access and use of External Sites, including the information, materials, products, and services on or available through External Sites is solely at Your own risk.


20. General
The GNARBOX App is deemed irrevocably accepted upon your use of the GNARBOX App or GNARBOX. MyGnar will have no responsibility to provide maintenance or support services with respect to the GNARBOX App. The parties are independent contractors.

You acknowledge that the GNARBOX App contains valuable trade secrets and proprietary information of MyGnar, that any actual or threatened breach of Section 3 (Restrictions) of this EULA will constitute immediate, irreparable harm to MyGnar for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA.

Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is in writing hand-signed by the parties.