End User License Agreement

Introduction

This Smartphone Application End User License Agreement (“Agreement”) applies to the Brink smartphone App (“App”) provided, owned, and managed by DBK Ventures, Inc. dba Shanidar (“Company”).  

‍

Mission

The Company’s mission is to make voting easy for everyone in the United States.  When you use our App, you will know when to register, where you vote, who and what you're voting for -- everything you need to make election day a breeze.  With fully accessible tools and completely nonpartisan information, App can be your hub of information for voting.

We provide information regarding:

1. Registration. We will help you with questions such as what you need to register to vote in your state, how to register, and what happens if you moved since your last vote.  We'll give you everything you need to know to make sure your vote gets counted.
2. Your Ballot.  We will help you with questions such as who you can vote for in this year’s election, what measures you are voting on in this election, and how these measures may affect you.  We provide links to campaign sites and local newspapers so that you can educate yourself regarding the issues.
3. Your Vote.  On election day, our tools will find your nearest polling place, give you directions to get there, and let you know what you need to bring with you to vote.
4. Ready for 2020.   Our election day guide explains how to make sure your right to vote is respected and you get a voice in your government.

‍

Acceptance of Terms and Conditions

By continuing to use the App, you agree as follows:

• You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
• You will use the App in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by the Company from time to time; and
• You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.

If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the App.

‍

The Company’s License to You

The Company grants you a single, non-exclusive, non-transferable and limited personal license to access and use the App. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the App and, if you sell or otherwise transfer a device on which the App is installed to a third party, you must remove the App from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the App).

‍

Your License to the Company

Any communications or material of any kind that you email, post, or otherwise transmit to the Company using the App, including data, questions, comments, or suggestions (your “Communications”) will become the property of the Company. You hereby grant a license to the Company to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.

‍

Electronic Signatures

You agree to be bound by any affirmance, assent, or agreement you transmit to the Company using the App, including but not limited to any consent you give to receive communications from the Company solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field in the App, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.  Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

‍

Carrier Charges

Company does not charge for the App, but your carrier’s data rates may apply to your use of the App.

‍

Use of the Company Services

The following requirements apply to your use of the App:

• You will not use any electronic communication feature of the App for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
• You will not use the App to upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
• You will not collect or store personal data about other users of the App.
• You will not use the App for any commercial purpose not expressly approved by the Company in writing. You will not use the App to upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
• You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
• You will not use the App when you are driving a motor vehicle, even if doing so is legally permitted in your location.
• ‍

Security of Data Transmission and Storage

Electronic communications using the App may not always be encrypted. You acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and the Company or between you and other parties.

Company and its affiliates, and agents are permitted, but not obligated, to review or retain your Communications. The Company may monitor your Communications to evaluate the quality of service you receive, your compliance with the Agreement, the security of the App, or for other reasons. You agree that such monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which the Company or its affiliates or agents monitor your Communications and enforces or fails to enforce the terms of the Agreement. In no event will the Company or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of monitoring activities by the Company or its affiliates or agents.

‍

Hyperlinks

The App may contain links to other sites. The Company does not endorse or control such other sites, and the Company and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that the Company has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and the Company cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold the Company or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.

‍

Trademarks and Copyrights

The App is owned by the Company or its affiliates or agents, and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to the Company or its affiliates or agents. Nothing contained in the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the App without the written permission of the Company or such third party that may own the trademarks displayed in the App. Your use of the trademarks displayed in the App, or any other content in the App, except as provided herein, is strictly prohibited.

Images displayed through the App are either the property of, or used with permission by the Company or its affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under the Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.

‍

Disclaimer of Warranties

YOUR USE OF THE APP IS ENTIRELY AT YOUR SOLE RISK. THE APP IS PROVIDED BY THE COMPANY ON AN “AS IS” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT (i) THE APP WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY, OR THROUGH THE APP SHALL CREATE ANY WARRANTY REGARDING THE APP NOT EXPRESSLY STATED IN THIS AGREEMENT.

‍

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE APP OR ANY OTHER MATTER RELATING TO THE APP.

‍

Indemnification

You agree to indemnify and hold the Company and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of your violation of this Agreement, state or federal securities laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including but not limited to a negligent act, will the Company or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the App.

‍

Governing Law

The Company is located in California, and most users of the App will be Californian, based on the Company’s marketing efforts.  However, the Company recognizes that individuals from other locations may download and use the App.  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 Agreement, and any claim, dispute, action, cause of action, issue, or request for relief relating to this Agreement, will be governed by the laws of California, without regard to its choice of law and without regard to conflicts of law principles except that except that the Arbitration provision shall be governed by the Federal Arbitration Act.

‍

Binding Individual Arbitration

Informal Negotiations.   To expedite resolution and the cost of any dispute, controversy or claim related to this End User License Agreement ("Dispute"), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to the Company in registering for your Account. The Company's address for such notices is:

DBK Ventures, Inc. dba Shanidar

226 Amherst Ave

Kensington, CA 94708

Binding Arbitration.   If you and the Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Services (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL.

The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share or arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules).

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Except as otherwise provided in this End User License Agreement, you and the Company may litigate in court only to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

In any arbitration proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

Exceptions to Alternative Dispute Resolution.   Claims where mandatory arbitration is prohibited by a valid, non-preempted law, to the extent waiver of such claim is deemed unenforceable by a court of competent jurisdiction, are not covered by this arbitration provision.

Nothing in this arbitration provision will prevent either party from bringing an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in San Francisco County, California, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.

Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" is found to be illegal or unenforceable, neither you or the Company will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Contra Costa County, California, and you and the Company agree to submit to the personal jurisdiction of that court.

Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Class Arbitration Proceeding.   You and the Company agree that any arbitration will be limited to the Dispute between the Company and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND BRINK ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative class arbitration proceeding.

You and the Company agree that, other than as set forth under the subsection entitled "Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Class Arbitration Proceeding," if any portion of the section entitled "Dispute Resolution" is found illegal or unenforceable, that portion will be severed and the remainder of this End User License Agreement will be given full force and effect.

Location of Arbitration.   Arbitration will take place in Contra Costa County, California.

You and the Company agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), the California state and Federal courts located in San Francisco, California have exclusive jurisdiction, and you and the Company agree to submit to the personal jurisdiction of such courts.  

Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.   You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this End User License Agreement by notifying the Company in writing within 30 days of the date you first registered for an account on the Website, purchased the Services, or 30 days from the date this End User License Agreement were last updated, whichever is later.

To opt out, you must send an email to info@brinkapp.co and/or written notification to the Company that includes: (a) your user identification; (b) your name; (c) your address; (d) your telephone number; (e) your email address; and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver sections.  If you choose to send a letter, the Company's address for such notices is:

DBK Ventures, Inc. dba Shanidar

226 Amherst Ave

Kensington, CA 94708

‍

Miscellaneous Provisions

Security.  We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide any personally identifiable information at your own risk.

Relationship of the Parties.   This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.

Entire Agreement.   This End User License Agreement and Privacy Policy referenced herein constitute the entire agreement between you and the Company concerning the subject matter herein and the use of the Software and/or mobile app.  They supersede any and all previous agreements, written or oral, between you and the Company, including previous versions of this End User License Agreement and/or Privacy Policy.

Modification.   The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of this End User License Agreement and/or Privacy Policy, and any and all referenced and/or incorporated exhibits or policies, programs and guidelines.  The Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so.  If any future changes to this End User License Agreement and/or Privacy Policy are unacceptable to you or cause you to no longer be in compliance with this End User License Agreement, you must terminate, and immediately stop using, the Services.  Your continued use of the Software and/or App following any revision to this End User License Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

Assignment.   The Company may assign this Agreement and/or Privacy Policy in whole or part at any time.  However, you may not assign, delegate or transfer this Agreement in whole or in part, without the Company’s prior written consent.

No Waiver.   Any failure of the Company to enforce or exercise a right provided in this Agreement and/or the Privacy Policy is not a waiver of that right.

Severability.   Should any provision of this Agreement be found invalid or unenforceable, the remaining terms shall still apply.

Force Majeure.   Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.  Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Electronic Communications.   You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the App.  

Notices.   Any notices provided by the Company under this Agreement and/or the Privacy Policy may be delivered to you to the email address(es) we have on file for your Account.  You hereby consent to receive notice from us through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day.  Except as otherwise specified in the Agreement, any notices to the Company under this Agreement must be delivered either via email to info@brinkapp.co, or via first class registered U.S. mail, overnight courier, to:

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT, WHICH REFERENCES AND HEREBY INCORPORATES HEREIN THE COMPANY'S PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT AND THE COMPANY’S PRIVACY POLICY REFERENCED AND INCORPORATED HEREIN.