Effective Sept. 1, 2018
USE OF THIS LICENSED APPLICATION, AND ANY UPDATES, MODIFICATIONS OR CHANGES OF ANY TYPE TO IT, ARE SUBJECT TO TERMS SET FORTH BELOW, WHICH MAY BE AMENDED FROM TIME TO TIME BY UNITED SERVICES AUTOMOBILE ASSOCIATION AND/OR ITS AFFILIATED COMPANIES (COLLECTIVELY "USAA") IN ITS SOLE DISCRETION. ANY SUCH UPDATES, MODIFICATIONS OR CHANGES OF ANY TYPE SHALL BECOME EFFECTIVE AND LEGALLY BINDING UPON YOU UPON THE POSTING OF THE SAME BY USAA. THE TERM "LICENSED APPLICATION" INCLUDES THE SOFTWARE ITSELF, ANY UPDATES OR MODIFICATIONS TO THE APPLICATION, TOGETHER WITH ANY AND ALL ONLINE AND/OR ELECTRONIC DOCUMENTATION, ASSOCIATED MEDIA, PRINTED MATERIALS AND OTHER ASSOCIATED MATERIALS. THE TERM "LICENSED APPLICATION" ALSO INCLUDES, WHERE APPLICABLE, ALL UPDATES, MODIFICATIONS OR CHANGES, ADDITIONAL CLIENT-RESIDENT SOFTWARE, SCRIPTS, COMPUTER CODE AND ANY OTHER COMPONENTS OF THE LICENSED APPLICATION PROVIDED BY USAA IN ITS SOLE DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL TELECOMMUNICATIONS OR OTHER CONNECTIVITY CHARGES INCURRED THROUGH YOUR USE OF THE LICENSED APPLICATION. PERSONAL INFORMATION WHICH YOU MAY PROVIDE TO USAA OR ITS DESIGNEES IS GOVERNED BY USAA'S PRIVACY PROMISE, AS IT MAY BE UPDATED FROM TIME TO TIME, AND CAN BE ACCESSED AT USAA.COM. BY DOWNLOADING, INSTALLING, AND/OR USING THIS LICENSED APPLICATION, YOU ACCEPT, EXPRESSLY CONSENT AND AGREE TO BE LEGALLY BOUND TO THE TERMS OF THIS AGREEMENT. Google ("Google"). USAA IS SOLELY RESPONSIBLE FOR THIS LICENSED APPLICATION AND THE CONTENT THEREOF. IF YOU DO NOT COMPLETELY AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO DOWNLOAD THIS LICENSED APPLICATION OR USE IT IN ANY MANNER. IN CONSIDERATION OF USAA PROVIDING YOU ACCESS TO AND/OR USE OF THIS LICENSED APPLICATION, THE SUFFICIENCY OF WHICH CONSIDERATION IS HEREBY AGREED TO BY YOU AND USAA, THE PARTIES FURTHER AGREE AS FOLLOWS:
1. LIMITED USE LICENSE. USAA grants You the non-exclusive, non-transferable, limited license to install and use one copy of this Licensed Application solely and exclusively for Your personal use on any iOS device that You own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service. Without limiting the restrictions and effect of the foregoing, You may not use this Licensed Application in any anti-competitive manner, for any purpose which would be contrary to USAA's business interest or to USAA's actual or potential economic disadvantage in any aspect. All rights not specifically and expressly granted under this Agreement are reserved by USAA. This Licensed Application is licensed, not sold. Your license confers no title or ownership in this Licensed Application and should not be construed as a sale of any rights in this Licensed Application.
2. OWNERSHIP. All title, ownership rights, and intellectual property rights in and to this Licensed Application (including but not limited to any trademarks, titles, computer code, themes, objects, concepts, artwork, animation, sounds, audio-visual effects, methods of operation, moral rights, any related documentation, and "applets" incorporated into this Licensed Application) are owned by USAA or its licensors. This Licensed Application is protected by the trade secret, patent, copyright laws of the United States, international copyright treaties and conventions and other laws. This Licensed Application contains certain licensed materials, and USAA's licensors may also protect their rights in the event of any violation of this Agreement.
3. MAINTENANCE AND SUPPORT. USAA is solely responsible for providing maintenance and support services for this Licensed Application. You and USAA acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services for this Licensed Application.
4. SUGGESTIONS. You agree that USAA may, without limitation and for no compensation, use in any manner all comments, suggestions, complaints and other feedback You provide relating to this Licensed Application.
5. YOU AGREE THAT YOU WILL NOT, NOR PERMIT ANY OTHER PERSON OR ENTITY TO DO ANY OF THE FOLLOWING: (a) exploit this Licensed Application or any of its parts commercially; (b) make copies of this Licensed Application or any part thereof, or make copies of any of its accompanying material; (c) sell, rent, lease, license, distribute, loan or otherwise transfer this Licensed Application, or any copies of this Licensed Application, without the express prior written consent of USAA; (d) reverse engineer, decompile, disassemble or otherwise reduce this Licensed Application to any human-perceivable form; (e) modify, adapt, translate or otherwise create derivative works based on this Licensed Application; (f) disable, modify or otherwise tamper with any anti-piracy/anti-hacking functionality of this Licensed Application; (g) remove, disable or circumvent any proprietary notices, marks or labels contained on or within this Licensed Application or its accompanying material; (h) export or re-export this Licensed Application or any portion, process, copy or adaptation hereof in violation of any applicable laws or regulations, or (i) otherwise use the Licensed Application in violation of any applicable law, regulation or standard; use the Licensed Application other than for its intended use and function; use the Licensed Application to disrupt, inhibit or inappropriately access USAA computer systems or the systems of any other financial institution.
6. DISCLAIMER OF WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND USAA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. USAA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS MAY NOT ALLOW (OR MAY LIMIT) DISCLAIMERS OF CERTAIN WARRANTIES, IN WHICH CASE THE FOREGOING DISCLAIMERS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7. PRODUCT CLAIMS. You and USAA acknowledge that USAA, and not Google, is responsible for addressing any claims You or any third party may assert relating to the Licensed Application including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL USAA BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM USE, POSSESSION, MISUSE OR MALFUNCTION OF THIS LICENSED APPLICATION, INCLUDING WITHOUT LIMITATION DAMAGE TO PROPERTY, LOSS OF GOODWILL, FINANCIAL LOSS, TRANSACTION LOSS, COMPUTER OR HANDHELD DEVICE FAILURE OR MALFUNCTION AND DAMAGES FOR PERSONAL INJURY, EVEN IF USAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW CONTRACTUAL LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR EXCLUSION OR LIMITATION OF LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE USAA'S WARRANTY PERIOD AND LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. INTELLECTUAL PROPERTY RIGHTS. You and USAA acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party's intellectual property rights, USAA, not Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
10. TERMINATION. Without prejudice to any other of USAA's rights or of Your obligations hereunder, the limited license set forth in Section 1 of this Agreement will terminate automatically if You fail to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of this Licensed Application and all of its component parts and related materials. USAA reserves the right in its sole discretion at any time to suspend, amend or otherwise restrict Your use of the Licensed Application.
11. INJUNCTIVE RELIEF. Because USAA would be irreparably damaged if the terms of this Agreement were not specifically enforced, You agree that USAA will be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to any and all other remedies which USAA may have under applicable laws.
12. INDEMNITY. You agree to indemnify, defend and hold USAA, its partners, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from Your acts and omissions to act in using the Licensed Application pursuant to the terms of this Agreement.
13. DEVELOPER NAME AND ADDRESS. United Services Automobile Association is the developer of the Licensed Application. Any questions, complaints or claims with respect to the Licensed Application should be directed to the Office of the General Counsel, 9800 Fredericksburg Rd., San Antonio, Texas 78288.
14. THIRD PARTY BENEFICIARY. You and USAA acknowledge and agree that Google, and Google's subsidiaries, are third party beneficiaries of this Agreement, and that Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
15. MISCELLANEOUS. (a) This Agreement represents the complete agreement concerning the license of this Licensed Application between You and USAA and supersedes all prior or contemporaneous agreements and representations between them regarding the same subject matter. (b) This Agreement may be amended only by USAA. (c) If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement will not be affected. (d) This Agreement will be governed by the laws of the State of Texas as such law is applied to agreements between Texas residents entered into and to be performed entirely within Texas, except as it may be governed by United States federal law, and You consent to the exclusive jurisdiction of the state and federal courts sitting in Bexar County, Texas, and hereby waive any objection to personal jurisdiction or venue in such courts. (e) You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, nor to any dispute or transaction arising hereunder or in connection herewith. (f) You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. (g) If this Agreement is translated into a language other than English, You agree that the English version will prevail to the extent of any discrepancy in meaning between the English version and its translation. (h) Except and only to the extent prohibited by applicable law, You agree that any and all disagreements, disputes, claims, mediation, arbitration, litigation, etc., related to this Agreement shall be conducted in the English language, including but in no way limited to all correspondence, requests, motions, notices, consents, requests for discovery, interrogatories, submissions, filings, pleadings, arguments, orders and judgments. (h) For any and all disputes, claims or proceedings relating this Agreement where You are not a United States resident or United States citizen, You agree to the following arbitration provision to govern the resolution of any and all disputes, claims or proceedings and waive any and all rights to a jury trial, bench trial or other tribunal other than the arbitration described here: the arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of arbitration, except as may be modified herein or by mutual agreement of the parties. The seat of arbitration shall be San Antonio, Texas, the arbitration shall be conducted by three arbitrators. The party initiating arbitration (the "Claimant") shall appoint its arbitrator in its request for arbitration (the "Request"). The other party (the "Respondent") shall appoint its arbitrator within 30 days following receipt of the Request and shall notify the Claimant of such appointment in writing. If the Respondent fails to appoint an arbitrator within such 30-day period, the arbitrator named in the Request shall decide the controversy or claim as sole arbitrator. Otherwise, the two arbitrators appointed by the parties shall appoint a third arbitrator within 30 days after the Respondent has notified the Claimant of the appointment of the Respondent's arbitrator. When the third arbitrator has accepted the appointment, the two party-appointed arbitrators shall promptly notify the parties of the appointment. If the two arbitrators appointed by the parties fail or are unable to so appoint a third arbitrator or to so notify the parties, then the appointment of the third arbitrator shall be made by the International Chamber of Commerce. The third arbitrator shall act as chair of the arbitration panel. The arbitration award shall be the final, non-appealable adjudication of the claim, proceeding or dispute and be in writing and shall be final and binding on You and USAA. Judgment upon the award may be entered in any court having jurisdiction.
Effective: September 1, 2018