End User License Agreement

Loment Terms of Service and End User License Agreement

Loment Inc. (“Loment”) owns all the rights to make necessary changes prior to end user use of its software. Peanut, Walnut, Cashew and Hazelnut are communications service products (“Product”) within Loment’s current portfolio. Loment’s product portfolio may be subject to changes from time to time. Before you begin using any of Loment’s products and services you must read and agree to all the terms and conditions specified in this document “Loment Terms of Service and End User License Agreement”, including any future amendments, collectively referred to as the “Agreement”. In the context of this Agreement, Loment will remain the sole licensor (“Licensor”) and application provider (“Application Provider”) of the Products. The terms Licensor and Application Provider may be used interchangeably from time to time.

BY CHECKING THE BOX NEXT TO "I HAVE READ AND AGREE TO THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY" DURING REGISTRATION, OR BY ACTUALLY USING THE SERVICES, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND ABIDE BY THIS AGREEMENT, YOU MAY NOT USE THE LOMENT PRODUCT OR SERVICE, AND/OR DOWNLOAD OR USE THE SOFTWARE OR SERVICE. FURTHER, YOU MAY NOT USE THE LOMENT SOFTWARE, AND/OR DOWNLOAD OR USE THE SOFTWARE AND MAY NOT ACCEPT THE TERMS IF (A) YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH LOMENT, OR (B) YOU ARE A PERSON BARRED FROM RECEIVING THE SOFTWARE OR SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER COUNTRIES INCLUDING THE COUNTRY IN WHICH YOU ARE RESIDENT OR FROM WHICH YOU USE THE LOMENT PRODUCT AND/OR DOWNLOAD OR USE THE SOFTWARE.

Although we may choose to notify you when changes are made to the Agreement, you should periodically review the most up-to-date version, which you can always find at http://www.loment.net/EULA. Loment may, in its sole discretion, modify or revise the Agreement and policies at any time, and you agree to be bound by those modifications or revisions. Unless explicitly stated elsewhere, any new features that may modify, augment or enhance Loment products will also be subject to this Agreement. This is an agreement between Loment Incorporated and you. Nothing in this Agreement is deemed to confer any rights or benefits to anyone else. You and Loment agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court or otherwise, will be conducted solely on an individual basis, and that neither you nor Loment will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action or in any proceeding in which you or Loment acts or proposes to act in a representative capacity. You are responsible for your legal costs, should you pursue any legal action with Loment. You and Loment further agree that no arbitration or proceeding will be pursued without the prior written consent of you and Loment. You may not modify, change or alter this Agreement in any manner.

You have the right to use a Loment product under the terms of this Agreement unless it is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to your prior acceptance of that separate license agreement.

The Licensor reserves all rights not expressly granted to you. The Product that is subject to this license is referred to in this license as the “Licensed Application.”

Loment’s products primarily provide enhanced privacy and security to various communication services (such as text and short message services, email, and other value added communications services) to the end user, leveraging existing telecommunications carrier infrastructure. Consequently, the carrier policies may impact certain aspects of Loment product functionality.

Initial Download: You may download the specific Loment product on an authorized device(s) only and solely from the designated product download link from the Loment authorized website. You may need to verify that the target device for use of Loment product is supported. Loment is not responsible for user errors or improper downloads under Trial or Subscription Period (see below). Loment is also not responsible for the usage of incompatible devices.

Intended Use: Each Loment product is intended to be used specifically and solely for the purposes for which it is licensed and intended and solely by the authorized user. Loment is not liable for any abuse or misuse by the end user. Further such improper use is deemed as a violation of this Agreement. Loment products may not be used for any fraudulent or inappropriate purpose. Further, any copyright or trademark may not be modified or removed. Loment retains the right, but no obligation, to investigate your use of Loment product to (a) determine if any violation of this Agreement has occurred and/or (b) comply with any governmental or legal requirement. Any such violation may result in immediate termination of Loment service with no reimbursement to the user and/or further legal action and the right to pursue any and all legal remedies. You further agree not to use the Products or Loment’s services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Licensor is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Products or services.

Trial Period: Loment may offer a trial use period during which a specific Loment product may be downloaded and used freely, by the authorized user and exclusively for the Trial Period. Loment may employ its best efforts to notify the user prior to the expiration of the trial. However, the responsibility and right to subscribe solely rests with the end user. Loment reserves the rights to offer products slightly different from the products offered through paid subscription (see below) during the Trial Period.

Subscription Period: Loment may offer its products typically under annual or multi-year subscriptions. The license and right to use are automatically terminated at the end of the Subscription Period. The user is encouraged to renew the subscription for the next term(s) while operating within the Subscription Period in order to ensure seamless operation and service.

Right to Use: Loment’s Products transacted through its service are licensed, not sold, to you for use only under the terms of this license. Your right to use may be revoked at Loment’s discretion, if there is a violation of the Agreement and the user may be notified as such using the contact email provided to Loment. The right to use is granted solely during either the Trial Period or the Subscription Period. Loment’s products may not be obtained from anywhere other than directly from Loment or any of its authorized distributors. Such improper procurement or use is considered a violation of this Agreement.

Operating Environment: Loment’s products may be used solely on operating systems, hardware, end-user devices and networks supported by Loment. The operating environment thus defined may be updated by Loment from time to time based on market needs and technology evolution. Although Loment’s products are generally agnostic to telecommunications carriers, it is possible that some changes to their policies may impact the functionality of Loment’s products. From time to time, Loment may take advantage of improvements from the telecommunications carrier or develop workarounds, if needed and when deemed appropriate. The user is responsible for compliance with any applicable regulatory requirements and costs for underlying services in addition to the Loment subscription fees.

Performance/Failure in Operating Environment: Loment assumes no liability or responsibility for failure or disruption of the operating environment, such as cellular phone failure, loss or carrier outage, among others. Loment’s products’ performance may also depend on the quality of service of the underlying infrastructure (phone, network, computer, etc.) and the telecommunications carrier and Loment assumes no liability for such issues.

Use and Modification of Software: The user may not rent, lease, modify, tamper with, reverse engineer, or create derivative work from any of Loment’s products. No portion of the Products or services may be reproduced by any means or any purpose. Such process is subject to legal action. The user also has no rights of additional distribution or use beyond the subscribed devices, infrastructure and platforms.

Fees and Costs: Loment offers products free of charge during the Trial Period and Trial Period only. You are responsible for any fees that are required by the telecommunications carrier/service provider or any changes required from time to time from them. Such fees may apply even during the trial period. For example, telecommunications carriers may charge certain monthly fees for your text messaging, which will not be the responsibility of Loment. Further, you are also responsible for all costs and fees for your operating environment upon which Loment products operate. Loment reserves the right to change published fees and costs from time to time or modify them or offer special discounts.

Content: Subscriber retains all right, title and interest in and to all data collected by the Company from the subscriber. No transfer of ownership or any other rights is permitted; all content shall be retrieved by the original subscriber, thereafter assuming direct responsibility for data transfer to any other third party. Subscriber will be solely responsible for all Subscriber Content and for creating, reviewing, editing, and otherwise controlling any and all Subscriber Content. Subscriber represents and warrants that no Subscriber Content violates applicable law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement. Subscriber acknowledges that Loment has no obligation to Subscriber or any third party, and undertakes no responsibility, to review the Subscriber Content to determine whether the Subscriber Content may incur liability to Loment, Subscriber or any third party. Loment does not assume responsibility for the Content or information transmitted from one user to another. In addition, individual users may Export, Import, Backup or Restore their contacts, messages, templates, user profile data and other information in the form of password-protected, encrypted files. Certain service configurations may allow the user to store these encrypted data files through Loment on Internet servers. The Company does not maintain user passwords or information used to encrypt messages and does not assume liability for information contained within. Loment shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for goodwill, use, data or for other losses from exposure of user content to third parties. These data files are password-protected by the end user and cannot be read directly as clear text without first importing or restoring the data into the application and thereafter decrypting the information with correct authentication. Subscriber acknowledges and agrees that, because Subscriber Content may be stored and managed by third party cloud storage providers, Loment cannot and does not provide assurances as to the security of the Subscriber Content or as to the availability, quality, effectiveness or timeliness of the services by the cloud storage provider. Loment’s sole obligation to the Subscriber with respect to such cloud storage providers and their services shall be to use commercially reasonable efforts to ensure that each such cloud storage provider complies with the service levels included in any service-level agreement between Loment and such cloud storage provider. Loment expressly disclaims any liability to the Subscriber with respect to any act or omission of any such cloud storage provider or any loss, destruction or disclosure of Subscriber Content by a cloud storage provider.

Privacy and Security: Loment provides industry standard AES 256bit encryption and proprietary software, techniques and processes. In addition Loment’s technology is protected by certain issued patents and additional pending patents. While the content served through Loment is protected by its proprietary technology and privacy attributes, the user is responsible to ensure their Loment software access passwords are strong and robust. The user is ultimately responsible for the safeguard of their passwords. Loment does not maintain the user’s passwords – but provides a mechanism to reset the same with proper validation/authorization.

Customization: Loment may, under negotiated terms, provide certain customization for specific customers – generally large corporate, or government institutions. Such arrangements will be exclusively between Loment and the specific customer and such terms may govern.

Product Updates: Loment solely reserves the right to update and distribute and support software based on evolving needs. Occasionally, such updates will be deemed mandatory and not optional. In general, product updates are handled as downloads, which may be done directly to the end user devices. Such updates may be specific to a device or an operating platform. The user shall not refuse a mandatory update.

Export/Import: You agree to comply with all export and import laws and restrictions and regulations of the United States and foreign countries, and not to export, re-export Loment products in violation of such restrictions, laws or regulations or without all necessary authorizations. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons or the use for any terrorist activity or prohibited conduct as identified by the US Department of Home Land Security or other related or affiliated agencies.

Transferability: The Agreement is non-transferable. The Agreement is also exclusive and specific to operate on intended device(s) and operating environment. If you lose/change the operating device or target of a specific Loment product, you may transfer the subscription to the new device – one for one – so long as the subscription is active.

No Modification or Redistribution: Loment's products downloaded/used are expressly and explicitly for the intended target devices. They may not be disassembled, reproduced, duplicated, copied, resold, traded or exploited for any purpose. Such actions may be subject to legal action and termination of Loment’s services.

Payment, Update and Renewal: Loment charges its published or negotiated fees during the Subscription Period. Payments are required prior to subscription use. Your Subscription is automatically renewed for the next term, unless you choose to disable that feature. Automatic renewal ensures smooth and continuous service. Generally, Loment will make an attempt to notify the user at least once within 30 days prior to subscription expiration to the designated contact email address. Your profile (such as change of address) must be updated promptly to avoid disruption of service.

User Information Confidentiality: Your personal contact information is kept confidential. All payments are processed through robust industry standard secure payment gateways. Your credit card information is not stored or maintained by Loment.

Advertisements: Loment has chosen not to allow any sponsor endorsements within its own software. This policy may change for certain customers or during the Trial Period. Further, Loment is not responsible for any pass through advertisements served by your service provider or telecommunications carrier. However, you understand and agree that use of Loment products may include certain communications, service announcements, administrative messages that you may not be able to opt out of receiving.

Indemnification: You agree to hold harmless and indemnify Loment and its subsidiaries, affiliates, officers, agents, employees, partners and licensors, from and against any claim or demand, including attorney’s fees or legal costs, made by any third party due to or arising out of or relating in any way to, your use of Loment’s products including any claims for failure or disruption, among others.

Product As Is: Loment products are offered as is and without any warranties of any kind, expressly or implied, including, but not limited to, warranties of quality, performance, merchantability or fitness for use for a particular purpose. In addition, Loment products operate on certain manufacturer and service provider infrastructure and equipment and operating environments which may be changed with or without Loment’s knowledge. Loment does not provide any warranty and is not liable for any issues or usage impact perceived as adverse or beneficial from such changes. No advice or information, whether written or oral, obtained by you from Loment shall create a warranty.

Limitation of Liability: Loment may be held liable only for the damages resulting from a proven failure to perform its obligations under this Agreement. In this respect, the damages shall not exceed the amount you paid as the current annual subscription fee for a single user for the relevant Loment product.

Representations: You represent and warrant that (a) all of the information you provided to Loment is correct and current (b) you have all the right, power and authority to enter into this Agreement and (c) you are at least 18 years of age. In addition, you further represent and warrant that you will not use Loment products in any illegal manner.

Entire Agreement: This Agreement is the entire agreement between you and Loment. It supersedes any prior agreement you may have had with Loment. You may, however, be subject to additional terms and conditions that may apply when you purchase Loment products.

Waiver and Severability: Even if Loment may or may not enforce all its rights or provisions in this Agreement, it does not constitute a waiver of this Agreement.

Termination: The license is effective until terminated by you or Application Provider. Your rights under this license will terminate automatically without notice from the Application Provider if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application. Loment is not responsible for any partial reimbursement of the full subscription already paid under premature termination from either party.

Statute of Limitations: Regardless of any statute or law to the contrary, you agree to file within one year any claim, or cause of action within one year of the relevant event or the claim or cause of action will be forever barred.

License: The Licensed 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, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (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 are reserved under the copyright laws of the United States. The laws of the State of Illinois, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.