END USER LICENSE AGREEMENT
End User License Agreement (EULA)
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT
YOUR RIGHTS AND OBLIGATIONS AS A USER OF THIS SOFTWARE AND RECIPIENT OF SERVICES, AS
WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
Smart Armor End User Software License Agreement (EULA). Smart Armor requires you accept the
following term, conditions, restrictions, and obligations of our End User License Agreement (“EULA”) or
(“Agreement”) prior to downloading and using our software products. This contract you are agreeing to
with us allows you to use our software product with the following restrictions. Please read this entire
license agreement to be sure you understand your commitment prior to product purchase and use.
1. General Terms. Smart Armor makes available mobile software to access our software application
and services of our products via a mobile device. To use our software you must have a mobile device
that is compatible with this software. If you purchase, lease, or otherwise obtain this product from a
retailer or other channel you may be bound to additional terms of those product sources. In the case of
any conflict between other terms and this license agreement, you agree this license agreement
supersedes terms from other sources to which you may have agreed. As a condition to this license, you
must agree to the terms in other agreements applicable to the Smart Armor mobile software, such as
Smart Armor. Some countries have higher age limits applying to the ability to legally contract to
purchase goods and services, purchasers in those countries must comply with these higher age limits.
2. License Grant. Smart Armor grants to you a limited non-exclusive, non-transferable, revocable
license to use a compiled code copy on one mobile device owned, leased, or controlled solely by you, for
your personal use and strictly in accordance with these licensing terms and the terms of other
agreements applicable to the Smart Armor software, including without limitation the above-referenced
software to another mobile device solely for the purposes of using the product as the company intended
– to be able to lock and unlock your Smart Armor-provided security product; if any such right to use is
transferred to additional users, these additional users you have added are obligated to the terms and
conditions in this EULA and in other agreements applicable to the Smart Armor software, including
obligated to be sure these additional users understand they are bound by all of the license restrictions,
terms, conditions, and obligations contained and referenced herein.
All Smart Armor Software is licensed, not assigned, which means you acquire rights to use the software,
as described in these Terms, but you do not acquire ownership of or any ownership interest in the
software. If you do not comply with these Terms, we can terminate your software license which means
you will no longer have the right to use the software. If you are buying the Smart Armor product
through retail or other purchasing channels, you are still bound by this EULA regardless of where you
purchase the product or download the Smart Armor software directly.
3. Restrictions on using Smart Armor software. When you have licensed our software you may not: 1.
modify, disassemble, decompile, or reverse engineer our software; 2. rent, lease, loan, resell,
sublicense, distribute or otherwise transfer the software to any third party or use the software to
provide time services to any third party; 3. make any copies of the software; 4. remove, circumvent,
disable, damage, or otherwise interfere with security-related features, features that prevent or restrict
use or copying of any content, or features that enforce limitations on use of the software; 5. delete the
copyright and other proprietary rights notices of the software; 6. Remove or obscure any proprietary
notice including any copyright notice of Smart Armor, our affiliates, partners, or suppliers; 7. Use any
proprietary information of Smart Armor in the design, development, manufacture, licensing, or
distribution of any applications for use with our software or for any other purpose except as expressly
set forth in these terms and in other agreements applicable to the Smart Armor software, including
4. Copyright/Intellectual Property. Smart Armor has a copyright in place, and intellectual rights to our
product, the license granted to a user is limited in that no “modification, adaptation, improvement,
enhancement, translation or derivative work” may be done to the application by the licensee or any
third party. Infringement Acknowledgement – You agree that in the event of a third party claim that
your possession or use of the software and hardware infringes upon any third party’s intellectual
property rights, you, and not Smart Armor, will be responsible for the investigation, defense, settlement,
and discharge of any such claim of intellectual property infringement, and you agree to indemnify and
hold Smart Armor harmless accordingly.
5. Other Acknowledgements. You acknowledge that Smart Armor may from time to time issue
upgraded versions of the product, and may automatically electronically upgrade the version of the
software that you are using on your mobile device. You consent to such automatic upgrading on your
mobile device, and agree that the terms and conditions of these Terms and of other agreements
product is covered by the applicable open source or third-party end user license agreement, if any,
authorizing use of such code. This license grant is not a sale of the software or any copy thereof, and
Smart Armor or its third party licensors or suppliers retain all right, title, and interest in and to the
software. You agree to comply with all United States and foreign laws related to use of the software
product. Carrier data charges may apply to your use of the software.
6. Additional Terms and Conditions Applied to Government Purchasing: If the software is being
acquired on behalf of the United States Government, then the following provision also applies: This is
commercial computer software. If acquired by or on behalf of an agency, department, or other entity of
the United States Government (“Government”), the use, duplication, reproduction, release,
modification, disclosure, or transfer (“use”) of this software, and any related documentation of any kind,
including technical data or manuals no matter how received by the Government, is restricted by the
terms and conditions of a license agreement in accordance with Federal Acquisition Regulation 12.212
for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military
agencies. All other use is prohibited.
7. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED
ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE
APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS SOLELY AT YOUR
RISK AND DISCRETION. YOU HEREBY WAIVE, AND SMART ARMOR AND ITS AFFILIATES, PARTNERS,
SUPPLIERS, RETAILERS, CHANNEL PARTNERS, AND LICENSORS HEREBY DISCLAIM, ANY AND ALL
REPRESENTATIONS, WARRANTIES, AND GUARANTEES REGARDING THE APPLICATION AND THIRD PARTY
CONTENT AND SERVICES RELATED THERETO, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE SMART ARMOR AND ITS AFFILIATES,
PARTNERS, SUPPLIERS, RETAILERS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT: 1. THE
APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; 2. THE
APPLICATION OR THIRD PARTY CONTENT OR SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE,
TIMELY, SECURE, OR ERROR-FREE; 3. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR
OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL BE AS
REPRESENTED OR MEET YOUR EXPECTATIONS; OR 4. ANY ERRORS IN THE APPLICATION OR THIRD
PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL
OR WRITTEN, OBTAINED BY YOU FROM SMART ARMOR OR FROM THE APPLICATION SHALL CREATE ANY
WARRANTY TO THE CONTRARY.
8. Limitation of Liability. The following limitations of liability apply to the use of our software: UNDER
NO CIRCUMSTANCES SHALL SMART ARMOR OF ITS AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING
OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE
APPLICATION OR THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE
FORESEEABLE AND WHETHER OR NOT SMART ARMOR WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SMART ARMOR’S AGGREGATE
LIABILITY TO YOU – WHETHER UNDER CONTRACT, TORT, STATUTORY, OR OTHER AREA OF LAW – SHALL
NOT EXCEED THE TOAL PURCHASE PRICE PAID FOR OUR PRODUCTS OR SERVICES. THE ABOVE
LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF
YOU ARE A CALIFORNIA RESIDENT, THEN BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING
CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.
We further disclaim to the extent provided or allowed by law: 1. any loss of data or damage caused by
downloading or using the Software; 2. product liability claims; 3. any claim that the Software fails to
conform to any applicable legal or regulatory requirements; 4. claims arising under consumer protection
or similar legislation; and 5. any claims that the Software infringes a third party’s intellectual property
9. General terms, Conditions, and Restrictions: By accepting this EULA you warrant and represent that
1. 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 2. You are not listed on any
U.S. Government list of prohibited or restricted parties.
10. Transferability of Your License. Smart Armor may transfer our rights and obligations under this
EULA license to you and any contracts between you and us on these Terms without your consent at any
time. You may not transfer your rights and obligations or in any way assign under these terms of service
or your license or contracts with us on these Terms.
11. Governing Law, Jurisdiction and Third Party Rights. As far as permitted by law, you and we agree
these Terms, their subject matter and formation and any disputes relating to the same shall be governed
by and construed and interpreted in accordance with Delaware law regardless of conflict of law rules in
12. Third Party Beneficiaries. Our partners, suppliers, retailers, and other friends of Smart Armor have
the right to pursue claims against you when you violate the terms of this license agreement, as allowed
13. License Termination. Smart Armor may, in its sole and absolute discretion, at any time and for any
or no reason, suspend or terminate this license agreement and the rights afforded to you hereunder
with or without notice. Further, if you fail to comply with any terms, conditions, restrictions, or
obligations of this license, then this license and any rights afforded you shall terminate automatically,
without any notice or other action by Smart Armor.
14. Dispute Resolution. The following procedures are the buyers’ sole remedy to any dispute with
Smart Armor. Any dispute that may arise under this Agreement shall be settled in binding arbitration by
a mutually agreeable private arbitrator. Any such arbitration shall be held and conducted in San Diego
County, California. The award rendered by the arbitrator shall be final, and judgment may be entered
upon it in accordance with Delaware law and in the San Diego County Superior Court or the United
States District Court for the District of Southern California. The arbitrator shall have the power to award
any or all types of relief, including without limitation equitable, injunctive or declaratory relief. In any
event, the maximum user/buyer recovery in any dispute is the total purchase price of the products or
services bought by the end user.
International Customers Dispute Resolution. Any international users of our website and purchasers of
our products recognize their sole remedy in any dispute is an arbitration hearing, held in San Diego
County, CA, as follows. All international transactions contemplated hereunder and all activities related
hereto shall be governed by, construed and enforced in accordance with the provisions of the
Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York
Convention”), the laws of the United States and the laws of the State of Delaware. In the event of any
conflict between or among any such laws, the New York Convention shall govern and take precedence,
followed by the laws of the United States, and followed further by the laws of the State of Delaware.
This arbitration hearing is the sole remedy to users or buyers in any dispute with Smart Armor. In the
event a website user/buyers country is not a signatory to the New York Convention then the website
user/buyer agrees to arbitration in San Diego County, CA using the American Arbitration Association
(AAA) rules of arbitration. In any event the maximum user/buyer recovery in any dispute is the total
purchase price of the products or services bought by the end user.
15. Severability. In the event any provision hereof shall be modified or held ineffective by any court of
competent jurisdiction, such adjudication shall not invalidate or render ineffective the other provisions
of this Agreement, and the remainder of this Agreement shall remain in full force and effect.
16. Waiver of Breach. The waiver by Smart Armor or by any of our affiliates, partners, or suppliers of a
breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any prior
or subsequent breach by any of the parties hereto, and any such waiver, to be effective, must be in
writing and signed by the party against whom enforcement is sought.
17. Entire Agreement. This Agreement, together with all documents and/or exhibits attached hereto
and/or incorporated by reference herein, represents the entire agreement between Smart Armor and
the end user purchaser.
I AGREE I HAVE READ THESE TERMS, FULLY UNDERSTAND ALL PROVISIONS
HEREIN, UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY
AGREEING TO THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY
THESE TERMS FREELY AND VOLUNTARILY. I ACKNOWLEDGE THAT I HAVE
RECEIVED VALUABLE CONSIDERATION IN RELATION TO MY ACCEPTANCE
OF AND AGREEMENT TO BE BOUND BY THESE TERMS, WHICH I UNDERSTAND
TO BE A PREREQUISITE TO MY ABILITY TO PURCHASE THESE PRODUCTS
AND SERVICES. FINALLY, I UNDERSTAND THAT THESE TERMS, TOGETHER
WITH THE TERMS OF ANY CONTRACT(S), SHALL BE OF FULL FORCE AND
EFFECT AS TO ANY AND ALL SERVICES I RECEIVE FROM SMART ARMOR,
WITHOUT REGARD TO THE DATE OR TIMING OF, PAYMENT FOR AND
RECEIPT OF SUCH SERVICES. I CERTIFY THAT IF I AM OVER THE AGE OF 18.