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When you create an SOON account or use SOON, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from further using the app, accessing our website, or using any other services provided by EUCLIDEAN LABS INC..
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We, EUCLIDEAN LABS INC., reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page and notify you through the app and/or the email address you provided when you created your account. Any changes to these Terms of Service will take effect immediately from the date of publication.
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These Terms of Service were last updated on Jan 25, 2023.
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Limitations of Use

By using SOON, you warrant on behalf of yourself, any entity who you represent who has entered into these Terms of Service and your users that you will not:
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• Modify, copy, prepare derivative works of, decompile, or reverse engineer SOON or any materials and software contained within SOON or on our website.
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• Remove any copyright or other proprietary notations from SOON or any materials and software contained within SOON or on our website.
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• Transfer SOON or any of its associated materials to another person or “mirror” the materials on any other server.
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• Knowingly or negligently use SOON or any of its associated services in a way that abuses or disrupts our networks or any other service EUCLIDEAN LABS INC. provides.
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• Use SOON or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material.
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• Use SOON or its associated services in violation of any applicable laws or regulations.
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• Use SOON to send unauthorized advertising or spam.

• Use SOON to harass, intimidate, assault, harm or otherwise mistreat any person.
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• Misrepresent your identity, age, qualifications, or affiliations with a person or entity.
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• Harvest, collect, or gather user data without the user’s consent.
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• Use SOON or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.


Account Eligibility

Before you create an account on SOON, you must make sure that you are eligible to use our services. This section also details rules you must abide by while using the services, as well as the rights you grant SOON.

To make an account or use the Services, you must represent and warrant that:
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• You are at least 18 years old.
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• You are legally qualified to enter a binding contract with SOON.
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• You are not prohibited by law from using our services.
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• You have not committed, been convicted of, or pled no contest to a felony or indictable offense (or crime of similar severity), a sex crime, or any crime involving violence or a threat of violence, unless you have received clemency for a non-violent crime and we have determined that you are not likely to pose a threat to other users of our services.
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• You are not required to register as a sex offender with any state, federal or local sex offender registry.
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• You do not have more than one account on our services.
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• You have not previously been removed from our services.


‍Application

‍In order to gain access to the SOON, prospective users will be asked to request access through a short application, with accepted users being offered membership for a fee to be paid via the Apple’s in-app payment system. EUCLIDEAN LABS INC. retains the right to complete discretion regarding who is granted membership to the app. All applicants will be considered & those who are not granted access will be placed on our waitlist which will be continually reviewed.If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted or requested. Registration data and certain other information about you are governed by our Privacy Policy.

Upon acceptance as a member, applicants will be required to select a payment option through Apple. Payments automatically renew until canceled via the user’s Apple account. We reserve the right to raise or lower the cost of our membership fees, in-app purchases and other charges, and to create additional tiers or types of membership, at any time. We do not offer refunds for any reason other than as set forth in the Terms of Use. Upon joining the Service, you will be responsible for maintaining the accuracy of your information, and will be fully responsible for all activities that occur under account. You agree to (a) immediately notify EUCLIDEAN LABS INC. of any unauthorized use of your password or account or any other breach of security, (b) keep your information current and accurate at all times. In addition to the disclaimers and limitations set forth below, EUCLIDEAN LABS INC. will not be liable for any loss, injury or other damage arising from your failure to comply with this Section.

Apple-Enabled Software Applications

‍EUCLIDEAN LABS INC. offers software applications such as the app that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms. With respect to software that is made available for your use in connection with an Apple-branded product (such software being “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Use, the following terms and conditions apply:

• EUCLIDEAN LABS INC. and you acknowledge that these Terms of Use are concluded between EUCLIDEAN LABS INC. and you only, and not with Apple, and that as between EUCLIDEAN LABS INC. and Apple, EUCLIDEAN LABS INC., not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
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• You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Use.
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• Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Use.
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• Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
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• Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be EUCLIDEAN LABS INC.’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
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• 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.

• If you have any questions, complaints or claims with respect to the Apple- Enabled Software, they should be directed to EUCLIDEAN LABS INC. as follows: hello@euclideanlabs.com

EUCLIDEAN LABS INC. and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use with respect to the Apple-Enable Software, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you with respect to the Apple-Enable Software as a third party beneficiary thereof.
‍Disclaimers. You acknowledge and agree that neither the Company nor its officers, directors, employees, agents or affiliates are responsible for, and shall under no circumstances have, any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) the conduct, whether online or in-person, through the Service or otherwise, of any user; (ii) your attendance at any event or venue posted, advertised, promoted made available to you through the Service, (iii) the content posted in the Service, whether posted by users or caused by any of the equipment or programming associated with or utilized in the Service; (iv) the timeliness, deletion or removal, incorrect delivery or failure to store any content or communications; (v) termination or discontinuation of the Service; (vi) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (vii) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the internet and/or in connection with the Service. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED. Any material downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for and hereby waive any and all claims and causes of action with respect to any damage to your device, computer system, internet access, download or display device, or loss or corruption of data that results or may result from the download of any such material. If you do not accept this limitation of liability, you are not authorized to download or obtain any material through the Service.

Limitation on Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE WHILE YOU HAVE AN ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Arbitration and Governing Law. Except for users residing within the European Union, Norway and elsewhere where prohibited by applicable law, the exclusive means of resolving any dispute or claim arising out of or relating to these Terms of Use (including any alleged breach thereof) or the Service shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding. By using the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU WAIVE YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company may be commenced only in the federal or state courts located in the State of Delaware. You hereby irrevocably consent to the jurisdiction of those courts for such purposes and WAIVE YOUR RIGHT, IF ANY, TO A JURY TRIAL in such actions. These Terms of Use, and any dispute between you and the Company, shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. For users residing in any jurisdiction where this arbitration agreement is prohibited by law, the laws of the State of Delaware, excluding Delaware’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms of Use. All claims arising out of or relating to these Terms of Use or the Services but not eligible for arbitration will be litigated exclusively in the federal or state courts located in the State of Delaware and you and EUCLIDEAN LABS INC. consent to personal jurisdiction in those courts.

Indemnification. You agree to indemnify and hold the Company, its officers, directors, employees, agents subsidiaries and affiliates, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of or failure to comply with these Terms of Use (including any breach of your representations and warranties contained herein), any event that you promote, market, create, host or invite others to using the Service, any postings or content you post in the Service, and the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.



Intellectual Property

The intellectual property in the materials in SOON and on our website are owned by or licensed to EUCLIDEAN LABS INC.. You may download SOON, to view, use, and display the application on your mobile device for your personal use only.
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This constitutes the grant of a license, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or these Terms of Service, and may be terminated by EUCLIDEAN LABS INC. at any time.

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User-Generated Content

You retain your intellectual property ownership rights over content you submit to us for publication within SOON and/or on its corresponding website. We will never claim ownership of your content, but we do require a license from you in order to use it.

When you use SOON or its associated services to post, upload, share, or otherwise transmit content covered by intellectual property rights, you grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, distribute, modify, run, copy, publicly display, translate, or otherwise create derivative works of your content in a manner that is consistent with your privacy preferences and our Privacy Policy.
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The license you grant us can be terminated at any time by deleting your content or account. However, to the extent that we (or our partners) have used your content in connection with commercial or sponsored content, the license will continue until the relevant commercial or post has been discontinued by us.
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You give us permission to use your username and other identifying information associated with your account in a manner that is consistent with your privacy preferences and our Privacy Policy.
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Automatic Updates

You give us permission to download and install updates to SOON on your device in accordance with your privacy preferences. This permission can be revoked at any time by deleting SOON from your device.
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Liability

SOON and the materials in SOON and on our website are provided on an 'as is' basis. To the extent permitted by law, EUCLIDEAN LABS INC. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.
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In no event shall EUCLIDEAN LABS INC. or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use SOON, our website, or any other services provided by EUCLIDEAN LABS INC. or the materials in SOON, even if EUCLIDEAN LABS INC. or an authorized representative has been notified, orally or in writing, of the possibility of such damage.
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In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.
Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
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Accuracy of Materials

The materials appearing in SOON or on our website are not comprehensive and are for general information purposes only. To the extent permitted by law, EUCLIDEAN LABS INC. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials in SOON or on our website, or otherwise relating to such materials or on any resources linked to SOON and our website.
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Links

EUCLIDEAN LABS INC. has not reviewed all of the sites linked to SOON or on its corresponding website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by EUCLIDEAN LABS INC. of the site. Use of any such linked website is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.
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Right to Terminate

We may suspend or terminate your SOON account and right to use SOON and these Terms of Service immediately upon written notice to you for any breach of these Terms of Service.

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Severance

Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.
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Governing Law

These Terms of Service are governed by and construed in accordance with the laws of United States. You irrevocably submit to the exclusive jurisdiction of the courts in that State or location.





These Terms of Service govern your use of SOON, our mobile app, and any related services provided by EUCLIDEAN LABS INC.


Questions?

Contact us at hello@euclideanlabs.com