Last modified: August 21, 2017

 

PLEASE REVIEW THIS END USER LICENSE AGREEMENT (THIS “LICENSE”) CAREFULLY AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND TAGSTATION, LLC (TOGETHER WITH ITS AUTHORIZED DISTRIBUTORS AND AFFILIATES, “NEXTRADIO”). BY PURCHASING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE NEXTRADIO® APPLICATION (THE “NEXTRADIO APP”), AN APPLICATION FOR ANY MOBILE TELEPHONE DEVICE RUNNING A LEGAL VERSION OF THE “ANDROID,” “iOS” OR SUCH OTHER OPERATING SYSTEM AS NEXTRADIO MAY DESIGNATE FROM TIME TO TIME, AS WELL AS FOR ANY AUTOMOBILE OR OTHER RADIO THAT IS ENABLED TO HOST THE NEXTRADIO APP (SUCH MOBILE TELEPHONE OR RADIO, THE “DEVICE”), YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE. IF YOU DO NOT AGREE WITH ANY SUCH TERM OR CONDITION, YOU MAY NOT PURCHASE, DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE NEXTRADIO APP.

 

The NextRadio App is licensed to You by NextRadio for use strictly in accordance with the terms and conditions of this License. By downloading or using the NextRadio App, You are entering into and agreeing to be bound by the terms of this License and of the NextRadio App privacy policy located at nextradioapp.com/privacy, as amended from time to time (“Privacy Policy”), which policy is incorporated herein by reference.

 

  1. THE NEXTRADIO APP. The NextRadio App allows You to access and listen on Your Device to local over the air FM radio broadcast transmissions and/or audio streams thereof. Voice, data and messaging rates from your cellular or other wireless service provider may apply when You use this NextRadio App, including domestic and international roaming charges, if applicable, and you agree that You are solely responsible for any cellular or wireless usage charges You incur by using the NextRadio App.

 

  1. LICENSE GRANT AND USE RESTRICTIONS

 

2.1 License Grant. The NextRadio App is licensed, not sold. Subject to the restrictions set forth in Section 2.2, NextRadio grants You a personal, revocable, non-exclusive, non-transferable, limited right to install and use one copy of the NextRadio App on a single Device owned and controlled by You, and to access and use the NextRadio App on such Device solely for Your personal entertainment use, strictly in accordance with the terms and conditions of this License, the Privacy Policy, and all applicable local, national, and international laws and regulations. You represent, warrant and agree that You are using the NextRadio App solely for Your own personal entertainment use and not for redistribution or transfer of any kind.

 

2.2 Restrictions on Use. You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the NextRadio App; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the NextRadio App; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the NextRadio App; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of NextRadio or its affiliates, partners, or suppliers; (e) use the NextRadio App in a manner that derives revenue directly from the NextRadio App, or use the NextRadio App for any other purpose for which it is not designed or intended; (f) distribute the NextRadio App to multiple Devices; (g) make the NextRadio App available over a network or other environment permitting access or use by multiple Devices or users at the same time; (h) use the NextRadio App for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by NextRadio; (i) use the NextRadio App to send automated queries to any website or to send any unsolicited commercial e-mail; (j) use any proprietary information, interfaces or other intellectual property of NextRadio, or its affiliates, partners, or suppliers in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the NextRadio App; (k) circumvent, disable or tamper with any security-related components or other protective measures applicable to the NextRadio App or Your Device; or (l) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the NextRadio App. You agree to abide by the rules and policies which are established from time to time by NextRadio in this License or any amendments thereto. Such rules and policies may include, for example, required or automated updates, modifications, and/or reinstallations of the NextRadio App and obtaining available patches to address security, interoperability or performance issues. Your continued use of the NextRadio App indicates your agreement to the revised License. Accordingly, we urge you to frequently review the License and any amendments thereto, and, if you do not agree to the terms of such rules and policies or any revisions thereto, please cease using the NextRadio App immediately.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

3.1 Rights to NextRadio App. You acknowledge and agree that the NextRadio App, any copies thereof (including without limitation any copy that You download, install, or use on Your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of NextRadio, its affiliates, licensors, or suppliers. Furthermore, You acknowledge and agree that the source and object code of the NextRadio App and the format, directories, queries, algorithms, structure and organization of the NextRadio App are the intellectual property and proprietary and confidential information of NextRadio, its affiliates, licensors, or suppliers. Title to the NextRadio App shall remain with NextRadio. NextRadio and its partners, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the NextRadio App (or any copy thereof) at any time without notice and will have no liability to You or any third party for doing so. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the NextRadio App by implication, estoppel or other legal theory, and all rights in and to the NextRadio App not expressly granted in this License are hereby reserved and retained by NextRadio.

 

3.2 Open Source Software. The NextRadio App may utilize or include third party software that is subject to open source license terms (“Open Source Software“). You acknowledge and agree that Your right to use such Open Source Software as part of the NextRadio App is subject to and governed by the terms and conditions of any applicable open source license, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein (collectively, the “Open Source License Terms“). In the event of a conflict between the terms of this License and the Open Source License Terms, the Open Source License Terms shall control.

 

  1. NO RESPONSIBILITY FOR THIRD PARTY CONTENT AND SERVICES

 

4.1 General. You acknowledge that the NextRadio App may permit or facilitate access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by radio stations, advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”).

 

4.2 Disclaimer. You acknowledge that NextRadio does not investigate, monitor, represent or endorse the Third Party Content and Services. Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and NextRadio shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services.

 

  1. TERM AND TERMINATION. This License shall be effective from the time You purchase, download, install, copy or otherwise use the NextRadio App until the License is amended by NextRadio or terminated. NextRadio may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by NextRadio. Upon the termination of this License, You shall cease all use of the NextRadio App and uninstall the NextRadio App. NextRadio may, without notice to You, disable the NextRadio App. NextRadio will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of suspending or terminating this License in accordance with its terms, and suspension or termination of this License will be without prejudice to any other right or remedy NextRadio may have, now or in the future.

 

  1. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE NEXTRADIO APP, INCLUDING ALL CONTENT CONTAINED THEREIN (SUCH AS THE THIRD PARTY CONTENT AND SERVICES), IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE NEXTRADIO APP AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. NEXTRADIO, ITS AFFILIATES, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE NEXTRADIO APP, INCLUDING ALL CONTENT CONTAINED THEREIN (SUCH AS THE THIRD PARTY CONTENT AND SERVICES), WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS LICENSE, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, NEXTRADIO, ITS AFFILIATES, LICENSORS, AND SUPPLIERS MAKE NO WARRANTY THAT: (I) THE NEXTRADIO APP OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE NEXTRADIO APP OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE NEXTRADIO APP WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE NEXTRADIO APP OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEXTRADIO OR FROM THE NEXTRADIO APP SHALL CREATE ANY REPRESENTATION OR WARRANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT NEITHER NEXTRADIO, NOR ITS AFFILIATES, LICENSORS, AND SUPPLIERS HAVE ANY OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE NEXTRADIO APP.

 

  1. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL NEXTRADIO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE NEXTRADIO APP AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEXTRADIO’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID TO NEXTRADIO FOR THE NEXTRADIO APP, IF ANY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

  1. INDEMNIFICATION. You shall indemnify, defend and hold harmless NextRadio, its affiliates and their respective officers, directors, agents, employees, suppliers and licensors (the “Indemnified Parties“) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of the NextRadio App or Third Party Content and Services; (ii) Your breach of this License; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party. You will promptly notify NextRadio in writing of any third-party claim arising out of or in connection with Your access to or use of the NextRadio App. These obligations survive termination of this License.

 

  1. MISCELLANEOUS

 

9.1 Governing Law; Venue;. This License shall be deemed to take place in the State of Indiana and shall be governed by and construed in accordance with the laws of the State of Indiana, excluding its conflicts of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The state and federal courts located in Indianapolis, Indiana shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this License, and You hereby consent to the exclusive jurisdiction of such courts.

 

9.2 Limitation on Actions; Waiver of Jury Trial. To the maximum extent permitted by applicable law, You and NextRadio agree that any cause of action arising out of or relating to the NextRadio App or Your use of the NextRadio App must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. YOU AND NEXTRADIO HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS LICENSE.

 

9.3 Severability. If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.

 

9.4 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.

 

9.5 Modification or Amendment. NextRadio may modify or amend the terms of this License at any time, with or without notice to You, by posting a copy of the modified or amended License available through the NextRadio App. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the NextRadio App following the date in which the modified or amended License is made available through the NextRadio App.

 

9.6 Survival. The following sections will survive termination of this License: Section 2.2 (Restrictions on Use), Section 3.1 (Rights to NextRadio App), Section 5 (Term and Termination), Section 7 (Limitation of Liability), Section 11 (Miscellaneous), and any other provisions of this License which by their context are intended to survive the termination of this License.

 

9.7 Third Party Beneficiaries. Except as explicitly provided in this License, nothing contained in this License is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.

 

9.8 No Transfer by You. You may not rent, lease, lend, sublicense, assign or transfer the NextRadio App, this License or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this License. NextRadio may assign this License without restriction.

 

9.9 Entire Agreement. This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the NextRadio App licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.

 

9.10     Contacting NextRadio. If you have questions or comments regarding the NextRadio App or your usage thereof, please email us at support@nextradioapp.com.