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Mobile End-User License Agreement

Mobile App End User Terms

BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING A MOBILE APPLICATION (EACH AN “APP”), YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THESE MOBILE APP END USER TERMS, IN ADDITION TO THE YP GENERAL TERMS OF SERVICE, PRIVACY POLICY, AND ANY OTHER TERMS THAT MAY APPLY. CAPITALIZED WORDS OR PHRASES NOT DEFINED IN THIS MOBILE APP END USER TERMS HAVE THE MEANING GIVEN TO THEM IN THE  YP GENERAL TERMS OF SERVICE.

1. License Grant

1.1 Say ABCs grants you a revocable, non-exclusive, non-transferrable, limited right to install and use the App on a mobile telephone or other device controlled by you (each a “Mobile Device”), and to access and use the Services on such Mobile Device strictly in accordance with the Say ABCs General Terms of Service for the purposes Say ABCs  makes such Services available.

1.2 Abuse and/or Conduct - You agree to be solely liable for any content you post and are prohibited from posting anything that is racist, threatening derogatory, profane or harmful to other users. Offensive content will only be accepted at the discretion of the community and Say ABCs Use your best judgement when posting.

1.3 The Service - The listings, connections, jobs, sharing, hiring, messaging and notifications services provided by Say ABCs are provided on an as-is basis and Say ABCs cannot guarantee or predict deliverability due to various underlying factors, acts of god and all the major platforms that Say ABCs' operability depends on which are out of Say ABCs's control. In addition, cell signals, wifi signals and networks can also have a major impact on the deliverability of the service, as well as messages and notifications.

1.4 Promotions & Offers - Say ABCs may at any time adjust, modify or change the terms of a published offer to be effective for any new members or participants or new promotional periods that have not occurred yet.

You agree to check the Say ABCs.com website and/or Say ABCs Mobile Apps from time to time, as well as Say ABCs's own notifications and alerts to find out such changes.

The Free Messaging Credits promotion requires that you have to actually use a small percentage (10% approximately) of your free messaging credits to keep your account active. We will email you prior to terminating your account because of inactivity in advance to give you a change to bring your account back active.

The Complimentary Reserve Shares promotion, including the 10% Club Promotion requires that you must be actively opted-in to the Say ABCs Newsletter and general website system updates and notifications in order to receive pertinent and important information about your reserve shares that may affect the overall amount of outstanding reserve shares. In addition, you must also post one project or job/hiring need to sayabcs.com under the sayabcs.com/listings section or the Quick-Match section at https://sayabcs.com/listings/quickmatches - note: you do not need to actually hire someone, but the listing must be legitimate and real (ie. express a genuine, potential need).

If your subscription to the Say ABCs Newsletter and General System Updates is inactive (or unsubscribed) for more than 2 consecutive months, Say ABCs reserves the right to reclaim and redistribute your shares without notice. Reserve Shares that are converted to actual shares do not contain voting rights of any kind (ie. are non-voting shares). You agree that Say ABCs may sell any portion of the company or enter into acquisition discussions and agree to acquisition without your consent or knowledge, as long as the purchase does not devalue the Face Value of your shares or current market value. 

1.5 Referral Program for Referrals, Affiliates, Partners (herein referred to as "Partners") - Partners are currently entitled to 50% commission on all Cloud-related Services and Revenue - meaning revenue earned from Say ABCs.com. This commission is payable NET30 to a Say ABCs approved account type - Venmo, Paypal, Zelle, Cash App, Payoneer, Xoom (currently). The Referral Partner may incur fees from the respective payment platforms to receive such revenue and Say ABCs may require a small fee to process the payout. Please see the Referral Dashboard Tab for any related information concerning Payout Fees.

The Referral Program does not include revenue generated from various special promotions, sales, discounted memberships or services or any of the Say ABCs BETA promotions.

Partners earn 50% of revenues earned from Customers they refer for the life of the Say ABCs company. If charge-backs occur, the shares earned as a result will be invalid. If Say ABCs is acquired or sold, Partners will receive a payout based on their percentage of equity earned less their percentage of any associated fees regarding the acquisition, investment or sale. Partners will also receive a monthly payout based on their percentage of equity owned for all non-referral based revenue (capped at 50% for all Partners). Commission for Referred Users is based on the NET Revenue or Profit, which is 50% of the face-value of said service (ie. Referrer receives 50%, then 50% is recognized as company revenue).

1.6 10% Members Club - Each Member of the 10% Club will receive Equity Certificates representing their share of ownership, which is 250 non-voting Equity Shares. Members agree to not ever participate in any class-action or group acting against Say ABCs LLC or any of its direct parent of subsidiary affiliates. Members also agree to not hold liable Say ABCs for any damages, loss of income, harm or any such claims. Members must have a valid and working email on file (for their registered user account email), as well as present all appropriate tax information at such time as Say ABCs is acquired, sold or goes public. Member Equity Shares are not transferrable. If Member engages in conduct that is damaging to the brand and reputation of Say ABCs Member agrees that Say ABCs may purchase back such shares based on the current valuation of Say ABCs at the time, based on at least 2 reputable valuations from notable 3rd party companies or services.
 

2. Reservation of Rights

2.1 A license to use an App does not transfer to you any right, title or interest in or to any of Say ABCs  intellectual property rights or those of our suppliers or licensors. Such intellectual property rights include those on our Legal Notices page. The App has been licensed, not sold, to you. Other than the limited license granted, you have no other right, title or interest in the Service, Software or Documentation. Any rights not expressly granted to you are fully reserved by us and our suppliers or licensors, as applicable, and no such rights are conferred by estoppel, operation of law, implication or otherwise. Say ABCs  does not grant to you, any express or implied rights (whether by implication, estoppel or other legal theory) in or to any Intellectual Property (or the unauthorized use of the Intellectual Property) and all such rights are retained by Say ABCs and its licensors. You shall not: (i) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the App; (iv) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Say ABCs or its affiliates, partners, suppliers or the licensors of the Services or otherwise obscure or modify the manner in which the Services are displayed by means of the App; (v) install, use or permit the App to exist on more than one Mobile Device at a time or on any other mobile device or computer, other than by means of your separate downloads of the App, each of which is subject to a separate license (this restriction however does not limit your right to reinstall the App on the specific Mobile Device for which it was downloaded); (vi) distribute or link the Services to multiple Mobile Devices or other services; (vii) make the Services available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time.

2.2 Portions of each App may subject to terms, rules, and notices provided on the Legal Notices page, including open source licenses, provided by Say ABCs's licensors. Any licenses granted pursuant to this Mobile App End User Terms do not alter any rights and obligations you may have under such terms, rules, and notices. By using the App, you agree that you have read, understand and agree to be bound by such terms, rules, and notices on the Legal Notices page. The licensors listed in on the Legal Notices page are intended third-party beneficiaries of the applicable terms of this Mobile App End User Terms, and your acceptance of this Mobile App End User Terms means the licensors shall have the right to enforce this Mobile App End User Terms against you as a third-party beneficiary.

2.3 You may not use or otherwise export or re-export the Services or App except as authorized by United States law and the laws of the jurisdiction(s) in which any Service or the App was obtained. You represent and warrant that you are not (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist sponsoring" country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. You also agree that you will not use the Services or the App for any purposes prohibited by United States law.

2.4 The App is “commercial computer software” or “commercial computer software documentation” as those terms are defined in 48 C.F.R. 252.227-7014(a)(1) (2007) and 252.227-7014(a)(5) (2007). The U.S. Government’s rights with respect to the Software and Documentation are limited by this Agreement pursuant to FAR § 12.212 (Computer Software) (1995) and 12.211 (Technical Data) (1995) and/or DFAR 227.7202-3, as applicable. As such, App is being licensed to the U.S. Government end users: (i) only as “Commercial Items” as that term is defined in FAR 2.101 generally and as incorporated in DFAR 212.102; and (ii) with only those limited rights as are granted to the public pursuant to this Agreement. Under no circumstance will the U.S. Government or its end users be granted any greater rights than we grant to other users, as provided for in this Agreement.

3. Using Apps

3.1 Certain Say ABCs Apps and Services possess voice recognition capabilities and, in conjunction with your Mobile Device and other third party applications, enable the creation and utilization of voice commands, content and feedback. Any audible input is User Generated Content and is also subject to the terms of our Privacy Policy and User Generated Content Guidelines. You hereby consent to Say ABCs's right to record any such audible input in connection with your use of the App and Services and to use
3.2 Say ABCs has no obligation to maintain or support any App. Say ABCs may, without further notice to you, periodically access your Mobile Device remotely to update, modify, add to or upgrade the App. In rare instances, such updates, modifications, additions or upgrades may cause data loss or other issues. You are solely responsible for regularly backing your data to prevent this from occurring.

3.3 You acknowledge and understand that certain Services or aspects of the App require and utilize phone service, data access or text messaging capability. Except as otherwise noted as part of the Services, Say ABCs  does not charge for the use of Services, but carrier rates for phone, data and text messaging may apply and you are responsible for any such charges.
3.4 The functional use of the Services and App may be dependent on the data related to your geographic location and geopositional data, and you acknowledge and agree that your failure to provide (or make accessible) that data may limit the functionality of the Services and the App. Say ABCs makes no warranty with respect to the accuracy of Services provided to you in reliance on location and geopositional data provided by you, the App or via your Mobile Device.

3.5 When using the Services and App, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) use your good personal judgment while driving, and if you feel that any directions or route suggested by the Services or App instructs you to perform an unsafe or illegal maneuver, places you in an unsafe situation, or directs you into an area that you consider to be unsafe, then you will not follow such suggested directions or route; (iii) not input destinations, or otherwise interact with the App, unless your vehicle is stationary and legally parked; (iv) not use the Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this License; and (v) arrange all wireless devices and cables necessary for use of the Services or Mobile Device in a secure manner in your vehicle so that they will not interfere with your driving and will not prevent the operation of any safety device (such as an airbag).

3.6 Users may request to have their Account deleted at any time 7 days/week simply by email us at contact@sayabcs.com with your login email and login password.

4. DISCLAIMERS

4.1 Say ABCs makes no representation that any third party mobile device platform or service provider has endorsed the Services, and you should not rely on the availability of the App by means of any App catalog, storefront, or other means of downloading as an endorsement of the App, the Services or Say ABCs generally. In no event shall any third party mobile device platform or service provider have any obligation to you whatsoever to furnish any maintenance and support services with respect to the App.

4.2 THE LOCATION-BASED SERVICES ARE INTENDED ONLY AS FOR INDIVIDUAL USE AND SHOULD NOT BE USED OR RELIED ON AS AN EMERGENCY LOCATOR SYSTEM, USED WHILE DRIVING OR OPERATING VEHICLES, OR USED IN CONNECTION WITH ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR INACCURACY OF THAT APPLICATION OR THE APP OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.

4.3 NEITHER Say ABCs, NOR ANY OF ITS ASSOCIATED MOBILE DEVICE PLATFORM AND SERVICE PROVIDERS, WARRANTS THAT THE APP WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR MOBILE DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR MOBILE DEVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR MOBILE DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO YOUR MOBILE DEVICE, LOSS OF THE DATA LOCATED ON YOUR MOBILE DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR MOBILE DEVICE. YOU ACKNOWLEDGE AND AGREE THAT YP AND ITS AFFILIATES, PARTNERS, SUPPLIERS, LICENSORS, AND ASSOCIATED MOBILE DEVICE PLATFORM AND SERVICE PROVIDERS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. THE USER, WHETHER AN INDIVIDUAL OR ADVERTISER, OF THE SERVICES ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE APP AND SERVICES GENERALLY.

For more info, please feel free to contact us at contact@sayabcs.com