SBM PRIVILEGED AND CONFIDENTIAL 05.20.2021
SBM APPLICATION TERMS OF USE
This Agreement governs your use of the SBM application for iOS or Android (including all related documentation, the “Application”). The Application allows you to track the intake and delivery of packages at buildings we service.
The Application is provided to you for the limited purposes of performing services on behalf of SBM. You have no ownership rights in the Application or its contents. Certain features of the Application may require you to register or provide personal information.
BY CHECKING THE “I AGREE” BOX, 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, DO NOT DOWNLOAD OR USE THE APPLICATION.
1.Restrictions on Use. You understand and agree that you will not use the Application or any information collected through the Application for any purpose other than the sole and exclusive purpose of performing services on SBM’s behalf. You shall not: (a) copy the Application or any information collected through the Application; (b) modify, translate, adapt, or otherwise create derivative works from or improvements to the Application; (c) reverse engineer, disassemble, decompile, decode, orotherwise attempt to derive or gain access to the source code of the Application or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application; (e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in orprotecting the Application; (f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or use any intellectual property, proprietary information, interfaces of SBM in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.
2.Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, SBM may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device, your use of the Application, devices you pair with the Application, and your IP address. You also may be required to provide certain information about yourself, including personal information such as your name, address, telephone, email address , and government-issued identification, as a condition to using the Application or certain of its features or functionality. We do not sell your information. All information we collect through or in connection with the Application is subject to our Privacy Notice and will only be used to provide services to our clients. By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.
3.Geographic Restrictions. SBM is based in the United States and the Application’s features and functionality are provided for access and use only by persons located in the United States. You agree that you will not use the Application outside the United States.
4.Updates. SBM may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete intheir entirety certain features and functionality. You agree that SBM has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobiledevice settings, when your mobile device is connected to the internet either: the Application will automatically download and install all available Updates; or you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates.
5.Termination of Rights. You understand and agree that your right to use the Applicationterminates immediately when your employment or contract with SBM terminates. You may not retain a copy of or use the Application or any information collected through the Application after termination.
6.Disclaimer of Warranties. THE APPLICATION IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SBM, 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, COMPANY 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.
7.Indemnification. You agree to indemnify, defend, and hold harmless SBM 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 reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement.
8.Export Regulation. The Application may be subject to United States export control laws, including the Export Control Reform Act and associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any location outside the United States.
9.United States Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the United States Government or any contractor for such an agency, 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 United States Government licensees and their contractors.
10.Governing Law and Venue Selection. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts or state courts located inNew York, New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
11.App Stores. To the extent permitted by applicable law, the following supplemental terms shall apply when accessing the Application through specific devices:
(a)Apple. By downloading the Application from a device made by Apple, Inc. (“Apple”) or from Apple’s App Store, you specifically acknowledge and agree that:
This Agreement is between SBM and you; Apple is not a party to this Agreement.
The license granted to you hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the Application on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms of Services.
Apple is not responsible for the Application or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the Application.
In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respectto the Application.
Apple is not responsible for addressing any claims by you or a third party relating to the Application or your possession or use of the Application, including without limitation (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Application or your possession and use of the Application infringes such third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such intellectual property infringement claim.You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Apple and its subsidiaries are third party beneficiaries of this Agreement and upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary hereof.
(b)Google Play. By downloading the Application from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge andagree that:To the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in this Agreement, the Google Play Terms shall apply with respect to your use of the Application that you download from Google Play.
You hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by SBM or you (or any other user) under this Agreement or the Google Play Terms.
12.Entire Agreement. This Agreement, our Privacy Notice, and any applicable terms of useconstitute the entire agreement between you and SBM with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
57830587;2