THESE TERMS OF USE (TOU’s) GOVERN YOUR USE OF THE FOLLOWING APP’s (a) LITTMANN UNIVERSITY, and (b) LITTMANN LEARNING (EACH AN “APPLICATION”). PLEASE READ THESE TOU’s CAREFULLY IN THEIR ENTIRETY. THESE TOU’S ARE A LEGAL, BINDING AGREEMENT BETWEEN (i) YOU AND (ii) eMURMUR (“CSD LABS INTERNATIONAL INC.”, “CSD LABS GMBH”, “WE,” “US” OR “CSD LABS”). BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TOU’S AND AGREE TO BE BOUND TO THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS BELOW, DO NOT CLICK “I ACCEPT” AND YOU ARE NOT PERMITTED TO ACCESS OR USE THE APPLICATION.

Acceptance of the Privacy Policy. By clicking “I Accept,” you also agree to the terms of the applicable Privacy Policy, which is intended to inform you of the types of information that we collect, as well as our policies and practices regarding the collection, use, and disclosure of that information.

1. Scope of License.

Conditioned on your compliance with the terms and conditions of these TOU's, we hereby grant to you a limited, revocable, non-exclusive, personal, non-sublicenseable, non-transferable, non-assignable license to install and use the executable form of the Application on a single device owned or controlled by you solely for purposes of accessing and using the Application for your informational, personal, non-commercial use in accordance with these TOU's. Additional functionality within the Application may be available for a fee [as an in-app purchase] and subject to the purchase and payment terms of the applicable Distributor (as defined in Section 17 below).

2. Your Obligations.

You agree (i) to use the Application only as permitted in these TOU's; (ii) to comply with all applicable laws, rules, and regulations when using the Application; (iii) to not use the Application in any manner that could damage, disable, overburden, or impair the service or interfere with any third party’s use and/or enjoyment of the service; (iv) to not remove or destroy any copyright notices or other proprietary markings on the Application; (v) to not rent, lease, lend, sell, redistribute, or sublicense the Application; and (vi) to not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof. Furthermore, you agree that you are solely responsible for (and that we have no responsibility to you or to any third party) your use of the Application, any breach of your obligations under these TOU's, and for the consequences (including any loss or damage which we may suffer) of any such breach.

You may not attempt to gain unauthorized access to any portion or feature of the Application, or any other systems or networks connected to the Application, or to any of the services offered on or through the Application, by hacking, password mining, or any other illegitimate means. You may not probe, scan or test the vulnerability of the Application or any network connected to the Application, nor breach the security or authentication measures on the Application or any networks connected to the Application. You may not reverse look-up, trace to its source any information on any other user of the Application, including any account not owned by you. You may not exploit the Application or any service or information made available or offered by or through the Application in any way where the purpose is to reveal information, other than your own information, as provided by the Application.

3. Proprietary Rights.

You acknowledge that all the intellectual property rights in the Application are owned by us or our licensors. You do not acquire any ownership interest in the Application under these TOU's, or any other rights thereto other than to use the Application in accordance with the license granted in Section 1, and subject to all terms, conditions, and restrictions in these TOU's. All right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, not expressly licensed, are reserved to us.

All text, graphics, user interfaces, visual interfaces, photos, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, and arrangement of such Content, contained on the Application is owned, controlled, or licensed by or to us, and is protected by trade dress, copyright, and other intellectual property laws.

Except as expressly provided in these TOU's, no part of the Application and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including “mirroring”) to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent. You may only use the Content in connection with the Application.

4. NO WARRANTY.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION INCLUDING ANY CONTENT THEREIN 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 APPLICATION AND THE CONTENT IS PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION AND THE CONTENT, 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 OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION; THAT THE FUNCTIONS OR CONTENT CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE APPLICATION WILL MEET YOUR REQUIREMENTS; THAT THE OPERATION OF THE APPLICATION OR THE CONTENT WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED; OR THAT THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. BY ACCESSING OR USING THE APPLICATION YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE APPLICATION.

5. LIMITATION OF LIABILITY.

IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, JOINT VENTURERS, THIRD-PARTY SERVICE PROVIDERS, AND OUR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS AND DIRECTORS (THE “RELEASED PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE APPLICATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE APPLICATION (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF ONE HUNDRED US DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US FOR THE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6. Medical Advice.

eMurmur does not give medical advice. The Application may provide helpful health-related information and materials, but such information and materials are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the Application. In addition, we do not recommend or endorse any provider of health care or any third-party health-related products, items or services.

7. Links to Third Party Websites.

The Application may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.

8. Registration and Account Security.

If you register for an account, you agree to provide your real name and information and commit to the following:

  1. You will not provide any false information or create an account for anyone other than yourself without permission.
  2. You will not create more than one personal account.
  3. If we disable your account, you will not create another one without permission.
  4. You will keep your contact information accurate and up-to-date.
  5. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account.
  6. You will not transfer your account to anyone without first getting our written permission.
You acknowledge and agree that you are responsible for maintaining the confidentiality of your registration information and password, and for all uses of your registration information, account and/or password. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by us or any other user of the Application due to someone else using your registration information, password or account as a result of your failing to keep this information secure and confidential.

9. Termination.

These TOU's are effective until terminated by you or us. We reserve the right, in our sole discretion to do any of the following, at any time, with or without notice: (1) terminate or block your access to all or part of the Application or terminate your user account, for any reason or no reason, including without limitation your violation of these TOU's; and (2) interrupt the operation of the Application, or any portion of the Application, as necessary to perform routine or non-routine maintenance, error correction, or other changes. Upon any termination of these TOU's or your user account by either you or us, you must cease all use of the Application immediately, uninstall all copies of the Application, and promptly destroy all materials downloaded or otherwise obtained from the Application, as well as all copies of such materials, whether made in compliance with these TOU's or otherwise.

10. Updates, Revisions and Errata.

The materials appearing on the Application could include technical, typographical, or photographic errors. We do not warrant that any of the materials on the Application are accurate, complete, or current. We may make changes to the materials contained on the Application at any time without notice. We may from time to time, in our sole discretion, provide Application updates. These updates may also modify or delete certain features or functionality of the Application. We do not, however, make any commitment to update the materials.

11. Void Where Prohibited.

We administer and operate the Application from locations of our choice which we may, in our sole discretion, change from time to time. Although the Application may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Application are available to all persons or in all geographic locations. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature or service available through the Application to any person or geographic area. Any offer for any feature or service made available through the Application is void where prohibited. If you chose to access the Application, you do so on your own initiative and are solely responsible for complying with applicable local laws. You will not use the Application if you are prohibited from receiving products, services or software.

12. Export; Legal Compliance.

You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. 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 (including, without limitation, the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List).

13. Government Users.

The Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, to the extent that the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users, the Commercial Computer Software and Commercial Computer Software Documentation are licensed (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

14. Governing Law.

These TOU's shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions.

15. Dispute Resolution / Arbitration.

It is our goal that the Application meets your expectations. However, there may be instances when you have a problem or dispute that needs special attention. In those instances, we are committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with us, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes you first sending a written description of your problem or dispute using the following email address: support@littmann-learning.com. You then agree to negotiate with us in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after our receipt of your written description of it, you agree to the further dispute resolution provisions below.

You and eMurmur agree to submit to the personal and exclusive arbitration of any disputes that relate in any way to or arise out of your relationship with us, including the Application or these TOU's under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in New York, New York. You covenant not to sue the Released Parties in any other forum. Notwithstanding the foregoing, the case of temporary or preliminary injunctive relief, any party may proceed in a New York court without prior arbitration for the purpose of avoiding immediate and irreparable harm. You agree that the Released Parties may recover reasonable attorneys’ fees from you if the Released Parties prevail in an action for injunctive relief against you. Any disputes or claims under these TOU's must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

For the avoidance of doubt, you acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Application or these TOU's:

16. Indemnity.

You agree to defend, hold harmless, and indemnify the Released Parties, from and against any and all losses, liabilities, damages, claims, or demands, and other costs or expenses (including reasonable attorney’s fees), made by any third party due to or arising out of your use of the Application in violation of these TOU's or your breach of any provision of these TOU's.

17. Relationship to Application Distributor.

These TOU's are between you and us and not with any third party authorized by us to distribute the Application (e.g., operators of third-party application marketplaces such as the Apple App Store and Google Play) and from which you directly receive your copy of the Application (the “Distributor”). You acknowledge and agree that:

  1. The Distributor may have additional terms, rules, and polices (collectively, “Distributor Policies”) related to your use of the Distributor’s services, including using the Distributor’s service to access and download the Application, and you agree to comply with all Distributor Policies.
  2. We, not the Distributor, are solely responsible for the Application and the content thereof.
  3. We are not obligated to maintain or support the Application or to provide you with updates, fixes, or services related thereto. To the extent we choose, in our sole discretion, to provide any maintenance or support services with respect to the Application, we and/or our authorized service providers will be solely responsible for the same. The Distributor has no obligation whatsoever to furnish any maintenance or support services with respect to the Application.
  4. In the event of any failure of the Application to conform to any applicable warranty not hereby disclaimed, you may notify the Distributor, and the Distributor may refund the purchase price of the Application to you in accordance with the Distributor’s policies and procedures. To the maximum extent permitted by applicable law, the Distributor will have no other warranty obligation whatsoever with respect to the Application.
  5. To the extent that you make any claim with regard to the Application or your use of the Application, such claim shall be made against us and not against the Distributor. We, not the Distributor, are responsible for addressing any claims by you or a third party relating to the Application or your possession and/or use of the Application, including but not limited to (a) product liability claims, (b) any claim that the Application fails to conform with any applicable legal or regulatory requirements, or (c) claims arising under consumer protection or similar legislation.
  6. Without limiting the “No Warranty” or “Limitation of Liability” provisions in these TOU's, in the event any third party claims that the Application or your possession and use of the Application infringes such third party’s intellectual property rights, you or us, not the Distributor, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
  7. The Distributor, and the Distributor’s subsidiaries, are third-party beneficiaries of these TOU's, and upon your acceptance of the terms and conditions of these TOU's, the Distributor will have the right (and will be deemed to have accepted the right) to enforce these TOU's against you as a third-party beneficiary hereof.

18. Third-Party Software.

The Application may link to, use, incorporate, include, or be distributed with third-party libraries or code, including software licensed under an open source license (collectively "Third-Party Software"). Certain Third-Party Software may have additional licensing terms. To the extent required by the licenses governing the Third-Party Software, the terms of such licenses will apply to such Third-Party Software in lieu of the terms of these TOU's. To the extent the terms of the licenses applicable to Third-Party Software prohibit any of the restrictions in these TOU's, such restrictions shall not apply to such Third-Party Software.

19. Survival.

Sections 3 through 26 will survive termination of these TOU's for any reason.

20. Assignment.

We may assign or transfer these TOU's or any or all of our rights hereunder without providing you notice or seeking your consent. You may not assign or transfer these TOU's or any or all of your rights hereunder without our prior written consent, and any attempt to do so is void.

21. Entire Agreement; No Waiver.

These TOU's (and the policies and rules referenced therein, including our Privacy Policy) constitute the entire agreement between you and us regarding the use of the Application. Our failure to exercise or enforce any right or provision of these TOU's shall not operate as a waiver of such right or provision. The section titles in these TOU's are for convenience only and have no legal or contractual effect. These TOU's shall inure to the benefit of you (and your heirs, administrators, successors and assigns) and us (and our heirs, administrators, successors and assigns).

22. Severability.

Each term and provision of these TOU's shall be valid and enforceable to the fullest extent permitted by law and any invalid, illegal, or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, illegal, or unenforceable term or provision. All other terms and provisions of these TOU's shall remain in full force and effect.

23. Modifications to TOU's.

We reserve the right to change, modify, or amend these TOU's from time to time to reflect changes in our policies and practices. You are encouraged to review these TOU's periodically and to check the “Last Updated” date at the bottom of these TOU's for the most recent version. Any changes, modifications, or amendments shall be effective immediately upon notice to you. By continuing to use the Application following this notice, you agree to and accept those changes, modifications, and amendments. If the changed, modified, or amended TOU's is not acceptable to you, your only recourse is to uninstall the Application.

24. Updates/upgrades to the Application.

These TOU's will govern any updates/upgrades to the Application that replace and/or supplement the original Application, unless such update/upgrade is accompanied by a separate end user license agreement in which case the terms of that agreement will govern.

25. Notices.

We may give legal notice to you by means of a general notice on the Application, electronic mail to your email address on our records (if you have provided one), or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record (if you have provided one). All legal notices given by you to us shall be mailed to:

eMurmur
78 George St, Suite 204
Ottawa, Ontario, K1N 5W1
Canada

26. Contact Us.

If you have any questions, complaints, or claims with respect to the Application, please contact us at: support@littmann-learning.com.
These TOU's were last updated on November 28, 2019.