Tripshepherd End User License Agreement

End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between you ("User" or "You") and Tripshepherd Inc ("Company" or "We") governing your use of the Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred to as the “Tripshepherd Platform”). By downloading, installing, accessing, or using the Apps, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, do not use the Apps.

1. License Grant

a. Limited License: Subject to the terms and conditions of this Agreement, Tripshepherd Inc grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred to as the "Tripshepherd Platform") solely for your personal, non-commercial purposes.

b. Scope of Use: This license permits you to use the Apps on compatible devices that you own or control and solely for the purpose of accessing and utilizing the features and functionalities provided by the Apps.

c. Restrictions: You may not:

i. Modify, copy, reproduce, distribute, sell, lease, sublicense, or otherwise transfer the Apps or any part thereof.

ii. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Apps, except as expressly permitted by applicable law.

iii. Use the Apps in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.

d. Reservation of Rights: Tripshepherd Inc reserves all rights not expressly granted to you under this Agreement. The license granted herein does not include any rights to intellectual property owned by Tripshepherd Inc or third parties.

e. No Implied Licenses: No license or right is granted by implication, estoppel, or otherwise except as expressly provided in this Agreement.

f. Ownership: You acknowledge and agree that Tripshepherd Inc owns all rights, title, and interest in and to the Apps, including all intellectual property rights therein. You agree not to remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed in or on the Apps.

g. Termination of License: This license is effective until terminated by either party. Tripshepherd Inc may terminate this license at any time without notice if you breach any provision of this Agreement. Upon termination, you must cease all use of the Apps and delete all copies thereof from your devices.

h. Updates and Upgrades: Tripshepherd Inc may from time to time provide updates, upgrades, or new versions of the Apps. Your continued use of the Apps after such updates constitutes acceptance of the updated terms and conditions.

2. Restrictions

a. Prohibited Actions: You may not:

i. Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Apps, except as expressly permitted by applicable law.

ii. Remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed in or on the Apps.

iii. Use the Apps in any manner that violates any applicable laws or regulations, including but not limited to copyright laws, privacy laws, and export control laws.

iv. Use the Apps for any unlawful or fraudulent purpose, or to engage in any activity that infringes upon the rights of others, including but not limited to copyright infringement, trademark infringement, or unauthorized access to third-party systems or data.

v. Transmit, distribute, or upload any content or materials that are unlawful, defamatory, libelous, obscene, pornographic, indecent, harassing, threatening, abusive, inflammatory, or otherwise objectionable.

vi. Use the Apps to transmit or distribute any viruses, worms, trojan horses, or other malicious code or harmful components that could damage, disable, or impair the operation of the Apps or any other systems or devices.

b. Use Restrictions: You may not:

i. Use the Apps for any commercial purpose without the prior written consent of Tripshepherd Inc.

ii. Use the Apps to impersonate any person or entity, or to falsely state or misrepresent your affiliation with any person or entity.

iii. Use the Apps to collect, store, or disclose personal information or data of other users without their consent.

iv. Use the Apps in a manner that interferes with or disrupts the operation of the Apps, or that could damage, disable, or impair the availability or accessibility of the Apps to other users.

c. Compliance with Laws: You agree to use the Apps in compliance with all applicable laws, regulations, and industry standards, including but not limited to copyright laws, privacy laws, and data protection laws.

d. Reservation of Rights: Tripshepherd Inc reserves all rights not expressly granted to you under this Agreement. Any unauthorized use of the Apps or violation of these restrictions may result in the termination of your license and may subject you to legal consequences.

3. Intellectual Property Rights

a. Ownership of Apps: The Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred to as the "Tripshepherd Platform") and all content, features, and functionality thereof are owned by Tripshepherd Inc and are protected by copyright laws and international treaties.

b. License Grant: Subject to the terms and conditions of this Agreement, Tripshepherd Inc grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Apps solely for your personal, non-commercial purposes.

c. No Assignment of Rights: This license does not transfer or assign any ownership rights in the Apps or any intellectual property rights therein. You acknowledge and agree that Tripshepherd Inc retains all rights, title, and interest in and to the Apps and any related materials.

d. Use of Trademarks: The Tripshepherd Inc name, logo, and other trademarks, service marks, and trade names used in connection with the Apps are the property of Tripshepherd Inc and may not be used without the prior written consent of Tripshepherd Inc.

e. User Content: Any content, materials, or information that you upload, transmit, or otherwise make available through the Apps ("User Content") remains your property. However, by uploading User Content to the Apps, you grant Tripshepherd Inc a worldwide, royalty-free, non-exclusive, irrevocable, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content in connection with the operation of the Apps.

f. Copyright Infringement: Tripshepherd Inc respects the intellectual property rights of others and expects Users to do the same. If you believe that your copyright-protected work has been used or copied in a way that constitutes copyright infringement and is accessible via the Apps, please submit a DMCA takedown notice to our designated agent.

g. Reservation of Rights: Tripshepherd Inc reserves all rights not expressly granted to you under this Agreement. Any unauthorized use of the Apps or violation of these intellectual property rights may result in the termination of your license and may subject you to legal consequences.

4. Privacy

a. Collection of Information: Tripshepherd Inc may collect certain information from or about you when you use the Tripshepherd and Tripshepherd Goat App mobile applications (collectively, the “Tripshepherd Platform”). This may include personal information such as your name, email address, phone number, location data, and any other information you provide when using the Apps.

b. Use of Information: Tripshepherd Inc may use the information collected from you for various purposes, including but not limited to

i. Providing and improving the functionality of the Apps.

ii. Customizing your user experience and providing personalized content and recommendations.

iii. Communicating with you, including responding to your inquiries and providing customer support.

iv. Analyzing usage trends and preferences to enhance the performance and usability of the Apps.

v. Detecting, preventing, and addressing technical issues or security vulnerabilities.

c. Third-Party Services: The Apps may integrate with or contain links to third-party services, websites, or content. Tripshepherd Inc is not responsible for the privacy practices or content of such third parties. Your interactions with these third parties are governed by their respective privacy policies, and we encourage you to review them before providing any personal information.

d. Location Information: The Apps may collect and use your location data to provide location-based services, such as displaying nearby attractions or providing directions. You can enable or disable location services in your device settings at any time, but certain features of the Apps may be unavailable if you choose to disable location services.

e. Data Security: Tripshepherd Inc takes reasonable measures to protect the security and integrity of your personal information. However, no data transmission over the internet or method of electronic storage is completely secure, and we cannot guarantee the absolute security of your information.

f. Data Retention: Tripshepherd Inc retains your personal information for as long as necessary to fulfill the purposes for which it was collected, unless a longer retention period is required or permitted by law.

g. Children's Privacy: The Apps are not intended for use by children under the age of 16. Tripshepherd Inc does not knowingly collect personal information from children under the age of 16. If you are a parent or guardian and believe that your child has provided personal information to us, please contact us immediately so that we can take appropriate action.

h. Updates to Privacy Policy: Tripshepherd Inc reserves the right to modify or update this Privacy Policy at any time. Any changes to the Privacy Policy will be effective immediately upon posting of the revised policy. Your continued use of the Apps after any such changes constitutes acceptance of the updated Privacy Policy.

i. Contact Information: If you have any questions or concerns about this Privacy Policy or our privacy practices, please contact us at info@tripshepherd.com.

5. Termination

a. Termination by User: You may terminate this Agreement at any time by ceasing all use of the Tripshepherd and Tripshepherd Goat App mobile applications (collectively, the “Tripshepherd Platform”) and deleting all copies of the Apps from your devices.

b. Termination by Tripshepherd Inc: Tripshepherd Inc reserves the right to terminate this Agreement at any time without notice if you breach any provision of this Agreement. Upon termination, your license to use the Apps shall immediately cease, and you must cease all use of the Apps and delete all copies thereof from your devices.

c. Effect of Termination: Upon termination of this Agreement, all rights and licenses granted to you under this Agreement will immediately terminate, and you must cease all use of the Apps and delete all copies thereof from your devices. Termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination.

d. Survival: Sections 3 (Intellectual Property Rights), 4 (Privacy), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Governing Law), 9 (Changes to Agreement), and this Section 5 (Termination) shall survive any termination or expiration of this Agreement.

e. No Obligation to Retain Data: Tripshepherd Inc shall have no obligation to retain any data or information associated with your use of the Apps following termination of this Agreement. You are solely responsible for backing up any data or information you wish to retain prior to termination.

f. No Refunds: In the event of termination by Tripshepherd Inc due to your breach of this Agreement, you will not be entitled to any refunds or compensation, and Tripshepherd Inc shall have no liability to you for any losses or damages arising from such termination.

g. Right to Disable Access: Tripshepherd Inc reserves the right to disable or suspend your access to the Apps at any time without notice if Tripshepherd Inc believes, in its sole discretion, that such action is necessary to protect the integrity or security of the Apps or to prevent unauthorized access or use.

6. Disclaimer of Warranties

a. As Is Basis: THE TRIPSHEPHERD AND TRIPSHEPHERD GOAT APP MOBILE APPLICATIONS (COLLECTIVELY REFERRED TO AS THE "TRIPSHEPHERD PLATFORM") ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TRIPSHEPHERD INC DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b. No Warranty of Accuracy or Completeness: TRIPSHEPHERD INC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE INFORMATION, CONTENT, FEATURES, OR FUNCTIONALITY PROVIDED BY THE APPS. TRIPSHEPHERD INC DOES NOT WARRANT THAT THE APPS WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS IN THE APPS WILL BE CORRECTED.

c. No Warranty of Compatibility: TRIPSHEPHERD INC DOES NOT WARRANT THAT THE APPS WILL BE COMPATIBLE WITH ALL DEVICES, OPERATING SYSTEMS, OR BROWSERS, OR THAT THE APPS WILL BE ACCESSIBLE FROM ALL LOCATIONS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

d. Third-Party Content and Services: TRIPSHEPHERD INC DOES NOT ENDORSE, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, OR QUALITY OF ANY CONTENT, MATERIALS, PRODUCTS, OR SERVICES PROVIDED BY THIRD PARTIES THROUGH OR IN CONNECTION WITH THE APPS. ANY DEALINGS YOU HAVE WITH THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTIES, AND TRIPSHEPHERD INC SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR LOSSES ARISING FROM SUCH DEALINGS.

e. No Legal, Financial, or Medical Advice: THE CONTENT AND INFORMATION PROVIDED BY THE APPS ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, OR MEDICAL ADVICE. YOU SHOULD CONSULT WITH APPROPRIATE PROFESSIONALS BEFORE MAKING ANY DECISIONS BASED ON SUCH INFORMATION.

f. No Guarantee of Results: TRIPSHEPHERD INC DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM YOUR USE OF THE APPS. YOUR USE OF THE APPS IS AT YOUR OWN RISK, AND TRIPSHEPHERD INC SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM YOUR RELIANCE ON OR USE OF THE APPS.

7. Limitation of Liability

a. Exclusion of Certain Damages: Tripshepherd Inc, its affiliates, licensors, and service providers, and their respective officers, directors, employees, agents, successors, and assigns (collectively referred to as "Tripshepherd Parties") shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred to as the "Tripshepherd Platform"), whether based on warranty, contract, tort (including negligence), or any other legal theory, even if a Tripshepherd Party has been advised of the possibility of such damages.

b. Limitation of Direct Damages: In no event shall the aggregate liability of the Tripshepherd Parties arising out of or related to your use of the Apps exceed the greater of

i. the amount paid by you, if any, for access to or use of the Apps during the twelve (12) months prior to the event giving rise to liability, or

ii. one hundred U.S. dollars ($100.00).

c. Scope of Limitations: The limitations and exclusions of liability set forth in this Agreement apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

d. Basis of Allocation of Risk: You acknowledge and agree that the limitations and exclusions of liability set forth in this Agreement are reasonable and fair, and that your use of the Apps reflects your acceptance of this allocation of risk. You agree that the limitations and exclusions of liability set forth in this Agreement are essential elements of the basis of the bargain between you and Tripshepherd Inc, and that Tripshepherd Inc would not provide the Apps to you without such limitations and exclusions.

8. Governing Law

a. Applicable Law: This Agreement and your use of the Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred to as the "Tripshepherd Platform") shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

b. Jurisdiction: Any dispute, controversy, or claim arising out of or relating to this Agreement or your use of the Apps shall be resolved exclusively by the state and federal courts located in Delaware, United States. You hereby consent to the jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue on grounds of forum non conveniens or otherwise.

c. Waiver of Jury Trial: You hereby waive any right to a jury trial in any proceeding arising out of or relating to this Agreement or your use of the Apps. You acknowledge that a trial by jury is a fundamental constitutional right, and you voluntarily and knowingly waive that right.

d. Injunctive Relief: Notwithstanding anything to the contrary in this Agreement, Tripshepherd Inc may seek injunctive or other equitable relief in any court of competent jurisdiction to enforce its rights under this Agreement or to prevent any breach or threatened breach of this Agreement.

e. Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in or be represented by counsel in any class, consolidated, or representative proceeding.

9. Changes to Agreement

a. Modification of Agreement: Tripshepherd Inc reserves the right to modify or update this End User License Agreement (EULA) at any time by posting the revised terms on the Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred as the “Tripshepherd Platform”). Your continued use of the Apps after any such changes constitutes acceptance of the updated terms and conditions.

b. Notice of Changes: Tripshepherd Inc may provide notice of material changes to this Agreement by email or by posting a notice on the Apps. You agree to review this Agreement periodically to stay informed of any updates or modifications.

c. Effective Date of Changes: Any changes to this Agreement will be effective immediately upon posting or as otherwise specified in the notice of changes. Your continued use of the Apps after the effective date of the changes constitutes acceptance of the updated terms and conditions.

d. Right to Reject Changes: If you do not agree to any changes to this Agreement, you must cease all use of the Apps and delete all copies thereof from your devices. Your continued use of the Apps after the effective date of the changes shall constitute acceptance of the updated terms and conditions.

e. No Retroactive Application: Changes to this Agreement will not apply retroactively to disputes or events arising before the effective date of the changes, unless otherwise specified in the notice of changes.

f. Contact Information: Changes to this Agreement will not apply retroactively to disputes or events arising before the effective date of the changes, unless otherwise specified in the notice of changes.

10. Copyright and DMCA Compliance

a. Copyright Ownership: The Apps and all content, features, and functionality thereof are owned by Tripshepherd Inc and are protected by copyright laws and international treaties. You acknowledge and agree that Tripshepherd Inc retains all rights, title, and interest in and to the Apps and any related materials.

b. DMCA Policy: Tripshepherd Inc respects the intellectual property rights of others and expects Users to do the same. If you believe that your copyright-protected work has been used or copied in a way that constitutes copyright infringement and is accessible via the Apps, please submit a DMCA takedown notice to our designated agent:

Designated Agent: [Adrian White] [adrian@tripshpherd.com]

c. Notice and Takedown Procedure: Tripshepherd Inc will respond to valid DMCA takedown notices in accordance with the procedures outlined in the Digital Millennium Copyright Act (DMCA). Upon receipt of a valid notice, Tripshepherd Inc may remove or disable access to the allegedly infringing material and notify the User who uploaded the content.

d. Counter Notification: If you believe that your content was removed or disabled as a result of a mistake or misidentification, you may submit a counter notification to Tripshepherd Inc's designated agent. Tripshepherd Inc will review the counter notification and may restore the removed material unless the copyright holder files a lawsuit seeking a court order to prevent the restoration.

e. Repeat Infringers: Tripshepherd Inc reserves the right to terminate User accounts or access to the Apps of Users who are repeat infringers of copyright.

f. No Liability for Third-Party Content: Tripshepherd Inc is not responsible for monitoring or reviewing User-generated content uploaded to the Apps. However, Tripshepherd Inc may remove or disable access to content upon receipt of a valid DMCA takedown notice.

g. Indemnification: You agree to indemnify, defend, and hold harmless Tripshepherd Inc from any claims, damages, liabilities, costs, or expenses arising out of or related to your violation of copyright laws or your breach of this Agreement.

11. Entire Agreement

a. Understanding of Terms: This End User License Agreement (EULA), together with any additional terms and conditions incorporated herein by reference, constitutes the entire agreement between you and Tripshepherd Inc regarding your use of the Tripshepherd and Tripshepherd Goat App mobile applications (collectively referred to as the "Tripshepherd Platform"), and supersedes all prior or contemporaneous communications, agreements, and understandings, whether oral or written, between you and Tripshepherd Inc.

b. Amendment and Waiver: Any modification or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of Tripshepherd Inc. The failure of Tripshepherd Inc to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

c. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

d. Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Tripshepherd Inc. Tripshepherd Inc may assign or transfer any of its rights or obligations under this Agreement without restriction.

e. Headings: The section headings in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision.

f. Survival: Any provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to Sections 3 (Intellectual Property Rights), 4 (Privacy), 5 (Termination), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Governing Law), 9 (Changes to Agreement), 10 (Copyright & DMCA Compliance) and this Section 11 (Entire Agreement), shall survive any termination or expiration of this Agreement.