These Terms of Service (“Terms“) constitute a binding legal agreement between you, as thelicensee and end user (referred to in these Terms by the words “you”, “your”, “yours”, and theirderivatives), and Lemon Group. (if your primary residence is in Ukraine), the “Company“, alsoreferred to in these Terms by the words “we”, “us”, “our”, “ours”, and their derivatives. TheseTerms govern your right to obtain, access, and make use of LemonAR (defined below),including downloading our mobile application, providing any information, text, images, audio,video, and other content and data for purposes of setting up an account, or for use or display byor to yourself or other parties, and/or accessing, using, or displaying any content or informationprovided by or in LemonAR. By clicking “I agree”, by downloading the LemonAR mobileapplication to your mobile device, and/or accessing the LemonAR admin panel, you agree to bebound by these Terms. If you do not agree to these Terms, do not download the mobileapplication or create an account on our admin panel. If the application or account has alreadybeen downloaded/created, permanently remove and delete the mobile application from yourmobile device, and do not access or attempt to access the LemonAR app or dashboard.
1. Description and Use. As used in these terms, LemonAR refers to our proprietaryproducts, software, and services that, together, represent our technology service offeringcurrently marketed under the name “LemonAR”. LemonAR is a combination of twocomponents: (1) our mobile software application (the “App“), which an end userdownloads to a compatible mobile electronic device, such as a smartphone or tabletcomputer, (a “Device“), containing proprietary algorithms and code so as to allow it torecognize and understand conceptually the identity of certain persons, places, or thingswith which the Device comes into contact; and (b) our dashboard panel system,controlled by us, through which we manage and house text, images, audio, video, andother content and data (“Content“) to be delivered to the Device based on the photorecognized by the App. We reserve the right to change all or any portion of the software,applications, functionalities, design, makeup, content, and delivery systems that areprovided as part of or through LemonAR, and/or to update or revise the App, from timeto time, in our sole discretion and without prior notice to you. We reserve the right totemporarily or permanently cease providing or supporting the App, or cease providingany part of LemonAR, or any of the Content contained therein, to you or to end usersgenerally, or to place limits on your access or on access generally, of LemonAR or any ofits features or functionalities, with or without notice. LemonAR may be used only forlawful purposes. You agree to adhere to all applicable local, state, national and foreignlaws, treatises and regulations in connection with your use of LemonAR. In addition andwithout limitation, you agree that you will not do any of the following while using oraccessing LemonAR: (i) attempt to gain access to or search any of our systems orfacilities, or attempt to download Content within LemonAR, through the use of anysearch or download engine, software, tool, agent, device or mechanism (includingspiders, robots, crawlers, data mining tools or the like) other than the software, searchagents, and interface(s) we provide and include for use; (ii) attempt to access, tamperwith, or use non-public information, areas, servers, equipment, or facilities, even if theymay be part of the infrastructure used to deliver or support LemonAR and our end users;
(iii) gather and use information, such as other users’ usernames, login information, realnames, email addresses, and the like, that may be available through LemonAR, totransmit any unsolicited advertising, junk mail, spam or other form of solicitation; (v) useLemonAR for the benefit of any third party or in any manner not by these Terms; (vi)violate any applicable law or regulation; or (vii) encourage or enable any other individualto do any of the foregoing. We reserve the right to investigate and prosecute violations ofany of the above and/or involve and cooperate with law enforcement authorities inprosecuting users who violate the Terms. You acknowledge that we have full right andauthority, but no obligation, to monitor your access to or use of LemonAR, for operationand maintenance, to ensure your compliance with these Terms, to comply with applicablelaw, rule, regulation, or administrative or judicial order, or for any other legitimatepurpose. You agree to defend, indemnify, and hold us (including our affiliatedcompanies, officers, directors, employees and agents, successors and assigns), wholly andcompletely harmless from and against any claims, liabilities, damages, losses, andexpenses (including attorneys’ fees), arising out of or in any way connected with youraccess to or use of LemonAR or your violation of these Terms. You agree that we mayplace, or may authorize third parties to play, advertising, marketing and promotionalmaterials within LemonAR, in connection with the delivery and/or display of Content toend users or otherwise.
You expressly consent to the provision and collection of location-based services andinformation in connection with LemonAR.
You should not access the App or access oruse LemonAR while driving, operating heavy machinery, or while engaging in any otherhazardous activity. You assume all risk associated with your use of the LemonAR appand dashboard, including, but not limited to, the risk of traffic accidents or injury if usedwhile driving.
2. License. You may not: (i) copy, modify or distribute the App for any purpose; (ii)transfer, sublicense, lease, lend, rent or otherwise distribute the LemonAR dashboard orthe App to any third party; (iii) decompile, reverse-engineer, disassemble, or createderivative works of the App or Dashboard; (iv) make any features or functionalities of theApp or of LemonAR available to multiple users through any means; or (v) use LemonARor the App in any unlawful manner, for any unlawful purpose, or in any mannerinconsistent with these Terms. We and/or our affiliates and licensors are exclusiveowners of all right, title and interest, including all associated intellectual property rights,and we reserve any rights not explicitly granted in this Section.
3. Account Registration. We may, in our discretion, require you register and create anaccount (“Account“) in order to make use of or access LemonAR app and/or dashboard.In creating an Account, you represent that you are of legal age to form a binding contractand are not a person barred from receiving products or services under the laws of theUkraine or other applicable jurisdiction. When creating an Account, you may be requiredto provide certain personal information about yourself and establish a username and apassword. You agree to provide accurate, current and complete information about your
Account. We may suspend or terminate your Account if any information provided duringthe registration process or thereafter proves to be incomplete, inaccurate, false ormisleading. You are responsible for safeguarding your password that you use for yourAccount and for any activities or actions under your Account, whether or not you haveauthorized such activities or actions. We are not liable for any liability or damages due toa third party accessing your Account and/or obtaining access to any information providedby you in connection with your Account, or for any other loss or damage arising fromyour failure to comply with these requirements.
5. Content: You shall not: (i) upload, post, email or otherwise transmit (a) any Content towhich you do not have the lawful right to copy, transmit and display (including anyContent that would violate any confidentiality or fiduciary obligations that you mighthave with respect to the Content) or (b) any Content that infringes the intellectualproperty rights or violates the privacy rights of any third party (including withoutlimitation copyright, trademark, patent, trade secret, or other intellectual property right, ormoral right or right of publicity); (ii) publish falsehoods or misrepresentations that coulddamage us, our business, any of our affiliates, partners, end users, or any third party; (iii)submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered acriminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;or (iv) impersonate another person or entity. We do not endorse any Content, and weexpress no opinion, recommendation, or advice regarding the Content housed within ourLemonAR platform. We expressly disclaim any and all liability in connection with, andyou agree to indemnify and hold us harmless from and against any claim, liability,obligation, damages, or fees (including reasonable attorneys’ fees) resulting from anyContent supplied by you. We have absolute discretion to determine whether your Contentis appropriate for use in our LemonAR app and/or dashboard and any user guidelinespublished by us. We may remove any Content and/or terminate your access for uploadingobjectionable Content, without prior notice and at our sole discretion. We will fullycooperate with any law enforcement authorities or court order requesting or directing usto disclose the identity of anyone posting, publishing or otherwise making availableContent or other materials that are believed to violate these Terms.
6. Intellectual Property Rights. We may terminate your access to our LemonAR dashboardand/or remove any Content if we have reason to believe your actions in using LemonAR,including any Content uploaded by you, infringe the copyright, trademark, or otherintellectual property rights of any third party. If you believe that works in which youretain intellectual property rights have been copied, uploaded to, and made available byreason of LemonAR in a way that constitutes infringement, please notify our CustomerService Department immediately, and provide the following information: (i) the nameand signature of the person authorized to act on behalf of the owner of the copyrightinterest; (ii) a description of the copyrighted work that you claim has been infringed; (iii)
a description of what material you believe to infringe your rights and where that materialis located within LemonAR; (iv) your address, telephone number, and email address; (v)a written statement by you that you have a good faith belief that the disputed use is notauthorized by the copyright owner, its agent, or the law; (vi) a statement by you, madeunder penalty of perjury, that the above information in your notice is accurate and thatyou are the copyright owner or authorized to act on the copyright owner’s behalf.
7. Third Party Content. Our LemonAR app, website, and dashboard may display links tothird party websites, resources, products, offerings, and services not housed withinLemonAR and/or managed or controlled by us (“Third Party Content“). We assume noresponsibility for Third Party Content, and you are solely responsible for and assume allrisk arising from your use, access, or reliance of any Third Party Content. Specificallyand without limitation, we shall not be responsible or liable for: (i) the availability,accuracy, quality, or reliability of such Third Party Content; or (ii) the information,products, or services available on or through such Third Party Content. Existence of anyThird Party Content should not be interpreted as, and does not constitute, an endorsementby us of that Third Party Content, its publisher, or anything relating thereto.
8. Ownership. You may not remove, alter or obscure any copyright, trademark, servicemark or other proprietary rights notices incorporated in or accompanying the App orLemonAR, or any Content not provided by you. You acknowledge and agree that anyfeedback, comments or suggestions you may provide regarding LemonAR, the App, orContent shall be our sole and exclusive property, and you hereby irrevocably assign to usall of your right, title and interest in and to all feedback.
9. Termination. We may suspend, disable or terminate your access to our dashboard and anyof its features or functionalities, at our sole discretion and without prior notice to you,should you violate any of the terms hereof. We will not be liable to you or any third partyfor termination of your access or use. Suspension or termination will not affect any ofyour obligations under these Terms (including, without limitation, ownership,confidentiality, indemnification and limitation of liability), which by their sense andcontext are intended to survive such suspension or termination.
10. No Warranty. Your access and use of the LemonAR app and dashboard is at your solediscretion and risk. We will not be responsible for any damage or harm to any computeror mobile device (including a Device), loss of data or other harm that results from youruse of the LemonAR app or dashboard. The LemonAR app and dashboard are provided“as available and “as is”. We do not warrant that any portion of our app and dashboardwill meet your needs or requirements, will be secure, will operate without interruption orwill be error free. No advice or information, whether oral or written, obtained by youfrom us or any of our affiliates, agents, partners, employees, successors, or assigns, willcreate any warranty not expressly stated in these Terms.
11. Limitation of Liability. In no event will we be liable for any special, indirect, incidental,punitive, or consequential damages (including without limitation, lost profits, businessinterruption, and loss or inaccuracy or information) regardless of the form of action, evenif the claim was reasonably foreseeable. The parties’ acknowledge the foregoing to be anessential basis of the bargain.
12. Confidentiality. Except as expressly and unambiguously permitted hereunder, you agreeto hold in confidence and not use or disclose any materials or information disclosed byus, our affiliates, or our licensors, that are confidential or proprietary, or which may be reasonably regarded as the confidential information of the other party (“ConfidentialInformation“). Confidential Information will also include the App and any new productinformation or the results of any benchmark or similar tests on conducted by you ordivulged by you to us. You shall treat as confidential all Confidential Information with atleast the same degree of care you use to prevent unauthorized disclosure or use of yourown Confidential Information, but in no event less than reasonable care. ConfidentialInformation will not include any materials or information that you can prove (i) is now,or later becomes, through no act or failure to act on your part, generally known oravailable to the public; (ii) is known by you at the time of disclosure as evidenced bywritten record, without obligation of confidentiality; (iii) is furnished to you by a thirdparty, as a matter of right and without restriction on disclosure; (iv) is independentlydeveloped by you without any breach of these Terms; (v) is the subject of an expresswritten permission to disclose provided by us; or (vi) is disclosed in response to a validorder of a court or other governmental body.
13. Apple Device Users. The following shall apply to you if you download and/or use theApp on an iPhone, iPad, iPod Touch, or other Device provided by Apple, Inc. (“Apple“),or if you downloaded the App from the Apple, Inc. App Store (the “App Store“).
1. You shall at all times use the App in accordance with the Usage Rules set forth inthe App Store Terms of Service.
2. Apple has no obligation to provide any support or maintenance with respect to theApp. We shall be responsible for any such support.
3. Apple is not responsible for addressing any claims by you or any third partyrelating to the App, including but not limited (a) product liability claims, (b) anyclaims that the App fails to conform to an applicable legal or regulatoryrequirements, or (c) claims arising under consumer protection or similarlegislation. Any such claims should be directed solely to us for response.
4. You acknowledge that this Agreement is between the Company and you, and thatApple is not a party to the agreement created by these Terms. Apple and Apple’saffiliates and subsidiaries, as the case may be, are third party beneficiaries ofthese Terms, and, upon your acceptance hereof, Apple may enforce these Termsagainst you in such capacity.
5. By downloading the LemonAR app, you acknowledge that you are not located ina country that is subject to any U.S. Government embargo or designated as aterrorist supporting country and, further, you acknowledge that you are not listedon any U.S. Government list of prohibit or restricted parties.
14. General. The parties expressly agree that these Terms supersede all prior orcontemporaneous proposals and all other oral or written understandings, representations,conditions, and other communications between the parties relating to such subject matter,as well as the terms of all contemporaneous or future purchase orders. You shall nottransfer or assign the agreement created by these Terms, the licenses granted hereunder,or any rights or obligations herein, by reason of operation of law, change of control, orotherwise, without our prior written consent. Any attempted assignment or transfer inviolation of the foregoing will be void. These Terms will be governed and interpreted in accordance with the laws of the Ukraine, without giving effect to principles of conflictsof law. This Agreement will be governed and interpreted in accordance with the laws ofthe Ukraine, without giving effect to principles of conflicts of law, and the partiesirrevocably agree that any litigation relating to this Agreement will be broughtexclusively in state or federal courts located in Ukraine. If your principal place isbusiness is located outside Ukraine, this Agreement will be governed and construed inaccordance with English law and the parties agree to submit to the exclusive jurisdictionof the English courts. If any part of these Terms is found void and unenforceable, it willnot affect the validity of the balance of the Terms, which shall remain valid andenforceable according to its terms. The failure of a party to insist on the performance ofan obligation hereunder shall not be deemed to be a waiver of such obligation or of anyother obligation. The parties acknowledge and agree that your material breach of theseTerms adversely affecting our proprietary rights would cause irreparable harm to us forwhich a remedy at law would be inadequate and that we shall be entitled to injunctiverelief in addition to any remedies it may have hereunder or at law. Notices under theseTerms and any comments, questions, or complaints regarding LemonAR to us should besent to:
Andreya Malyshko Street 27
Ukraine, City Kyiv,