The Wake Up Your Phone (Powered by SanDisk) website (located at www.wakeupyourphone.com) is a website that provides a range of content hosting, communication and entertainment services and is operated by SanDisk Corporation (“SanDisk” or “us”). For ease of reference, this specific website and related features, Content (as defined below), functionality and other services offered by us from time to time will be referred to collectively as the “Wake Up Your Phone Site” or “Site” and services will be referred to as “Services.” These Terms and Conditions of Use apply only to the Wake Up Your Phone Site, and not to any other website owned or operated by SanDisk or any third party website.

1. Acceptance of Terms

The following are terms of a legal agreement between you and SanDisk. If you are resident in countries other than countries in the European Union (“EU”) or the European Free Trade Association (“EFTA”) you will enter into agreement with SanDisk Corporation, 601 McCarthy Boulevard, Milpitas, CA 95025-7932, USA. If you are resident in an EU or EFTA country you will enter into agreement with SanDisk International Ltd., Unit 100, Airside Business Park, Lakeshore Drive, Swords, Co. Dublin, Ireland. By using and/or browsing the Wake Up Your Phone Site (collectively “use”) you agree: (1) to be bound by these terms and conditions (“Agreement”); (2) to SanDisk’s privacy policy, which is located at http://www.sandisk.com/about-sandisk/privacy-policy and is incorporated here by reference; (3) to other legal notices that may be posted on the Wake Up Your Phone Site from time to time; and (4) to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.

In order to participate in certain aspects of the Site you may be required to download content software, and/or to agree to additional terms and conditions. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Services or other Site functions in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DISCONTINUE YOUR USE OF THE WAKE UP YOUR PHONE SITE. YOU ARE ONLY AUTHORIZED TO USE THE SITE IF YOU AGREE TO ABIDE BY ALL APPLICABLE LAWS AND THIS AREEMENT.

2. Access to Site

You affirm that you are 18 years of age or older and/or of the legal age of majority in your country of residence. You further affirm that you have read, agree to and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and you agree to abide by and comply with this Agreement.

During the registration process or in using certain elements of the Site, you may be prompted to provide personally identifiable information that allows SanDisk to know who you are and to provide certain Services or Content to you. This personally identifiable information includes information such as your full name, postal address, email address and phone number (“PII”). By using the Site, you represent and warrant that: (a) all PII you submit is truthful, accurate, current and complete; (b) you will maintain the accuracy of such PII by updating and revising it promptly; and (c) your use of the Wake Up Your Phone Site does not violate any applicable law or regulation.

You authorize SanDisk to make any inquiries, either directly or through third parties, that we consider necessary to validate your PII. SanDisk reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity, and to bar access to the Site.

You acknowledge that SanDisk has the right at any time for any reason or no reason to suspend or terminate your use, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice or liability to you.

SanDisk reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that SanDisk will not be liable for any interruption of the Site, delay or failure to perform. SanDisk has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.

3. Other Websites

When leaving the Wake Up Your Phone Site, whether or not to visit another SanDisk website or a third-party website, please read the website terms and the privacy policy applicable to such website to ensure you understand and agree with the terms applicable to that website. When visiting third-party sites, you do so at your own risk. SanDisk does not control these sites and assumes no responsibility for their content. A link to a non-SanDisk site does not imply that SanDisk endorses the site or the products or services described on any such site.

4. Registration Information and Security; Fees; Termination of Access

A “Visitor” is someone who is browsing through the Site. A “Member” is someone who has registered with the Site. Valid and accurate completion of the registration process leads to “Membership.” Visitors and Members are referred to collectively as “Users.”

During the Membership registration process you will be asked to choose a password. You are entirely responsible for maintaining the security of your password. Access to the Wake Up Your Phone Site is limited to a single user. You agree not to use another User’s account or password at any time, or to allow use of your account by another person or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. Although SanDisk will not be liable for your losses caused by any unauthorized use of your account, you may be liable for our losses or the losses of others as a result of such unauthorized use.

In order to use certain aspects of the Site you may be asked to choose a screen name. Each Member is required to have a unique screen name. You may not select as your screen name the name of another person to the extent that could cause deception or confusion; a name which violates any trademark right, copyright, or other proprietary right; or a name which SanDisk deems in its discretion to be vulgar or otherwise offensive. SanDisk reserves the right to delete or change any screen name for any reason or no reason. You are fully responsible for all activities conducted through your Membership or under your screen name.

You acknowledge that we reserve the right to charge for some or all aspects of the SanDisk Site. You may cancel your Membership at any time. On your election to cancel, your Membership will be cancelled within 24-48 hours; however, if you have paid for access to specific Services in advance through a specific date, you will be permitted to use those Services through that date. Notwithstanding the foregoing, if your Membership is terminated as a result of your breach of this Agreement, your access will be terminated and you shall not be entitled to the refund of any unused portion of fees.

SanDisk has the right at any time for any reason or no reason to suspend or terminate your Membership, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice or liability to you. In the event that SanDisk suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees, any content or data associated with your Membership, or for anything else.

SanDisk does not provide Internet access. You are solely responsible for any fees associated with your Internet connection.

SanDisk reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that SanDisk will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement you shall not be entitled to any refunds of fees for interruption of service or failure to perform. SanDisk has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.

We will terminate a Member’s access to the Site if, under appropriate circumstances, they are determined to be a repeat infringer.

We reserve the right to decide whether Content is appropriate and complies with this Agreement for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate a Member’s access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion

5. Use Restrictions; Submission of Unsolicited Ideas

The Site is for your personal use and may not be used in connection with commercial endeavors except those that are specifically endorsed or approved by this Agreement, or approved of in advance in writing by SanDisk. Illegal and/or unauthorized use of the Site, including unauthorized framing of, mirroring of, linking to, or engaging in any activity that disrupts or interferes with use and/or the operation of the Site, is prohibited. Appropriate legal action may be taken for any illegal or unauthorized use of the Site.

It is SanDisk standard corporate practice that confidential or proprietary information from you not be submitted through this Site or by email. If you transmit such information in contravention of SanDisk standard corporate practice, any material, information or idea you transmit to SanDisk by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by SanDisk or its affiliates without compensation to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products, unless otherwise agreed in writing by an authorized SanDisk representative.

6. Limited License to Use Content

6.1. Access to Content

You acknowledge that: (i) by using the Site you may have access to pictures, digital images, graphics, music, video, audio, text and other creative output (collectively, “Content”), and (ii) this Content may be provided under license by independent content providers including contributions from other Users. Contributions from other Users are “User Content”, Content from SanDisk is “SanDisk Content” and Content from other providers is “Third Party Content”. Content providers are collectively “Content Providers.”

You acknowledge that SanDisk and Content Providers have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the Site. SanDisk product names, model numbers, logos, commercial symbols, trade names and slogans are trademarks (“Marks”) of SanDisk or its affiliates and are protected by U.S. and international trademark laws. You accept full responsibility and liability for your use of any Content in violation of any such rights

6.2. Your Use of Content

Content available through the Site is provided to you AS IS for your information and personal use only and, other than as permitted by this Agreement and the normal functionality of the Site, may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Site and Content.

You may access User Content solely:

• for your information and personal use;
• as intended through the normal functionality of the Site, including designated downloads; and
• for Streaming.

“Streaming” means a contemporaneous digital transmission of an audio or audiovisual work via the Internet from the SanDisk Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User. Accessing User Content for any purpose or in any manner other than Streaming is expressly prohibited.

Users have the opportunity to provide comments about Content, your profile and any number of topics on the Site (“Comments”), and these Comments are made available to you for your information and personal use solely as intended through the normal functionality of the SanDisk Site. Comments are made available “as is,” and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the SanDisk Site or otherwise as prohibited under this Agreement.

Permission is granted to you to display, copy, distribute and download the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission to use Content terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded materials.

You may access and use Content only as permitted under this Agreement. SanDisk reserves all rights not expressly granted in and to the Site and Content. Specifically, except as stated herein, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, for any purpose other than those listed in this agreement. You may not change or seek to change any element of Content that is fixed or locked. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.

You also may not, without SanDisk's permission, "mirror" any material contained on this SanDisk Site on any other server, except as permitted and intended by the functionality of the Site.

You acknowledge that nothing on this SanDisk Site shall be construed as conferring any license to you (other than that set forth in this Agreement) from SanDisk, its subsidiaries, or affiliates or any Third Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise, and agree that you have sole responsibility for obtaining such licenses by separate written agreement. Any unauthorized use of any Content contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

You understand that when using the SanDisk Site, you will be exposed to User Content from a variety of sources, and that SanDisk is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SanDisk with respect thereto, and agree to indemnify and hold SanDisk, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.

7. Ownership of Content and License to SanDisk

You retain copyright and other intellectual property rights with respect to your Content, to the extent that you have such rights under applicable law. However, you must make certain representations and warranties, and provide certain license rights, forbearances and indemnification to SanDisk and other Users of the Site.

Notwithstanding the foregoing, you understand and agree that by creating Content using tools on the Site and/or by submitting your Content to any area of the Site, you automatically grant (and you represent and warrant that you have the right to grant) to SanDisk (a) a royalty-free, worldwide, fully paid up, perpetual, irrevocable, sublicensable, non-exclusive right and license to: (i) use, reproduce and distribute your Content within the Site as permitted by you through your interactions on and through the Site, and (ii) use and reproduce (and to authorize third parties to use and reproduce) any of your Content in any or all media for marketing and/or promotional purposes in connection with the Site, provided that in the event that your Content appears publicly in material under the control of SanDisk, and you provide written notice to SanDisk of your desire to discontinue the distribution of such Content in such material (with sufficient specificity to allow SanDisk, in its sole discretion, to identify the relevant Content and materials), SanDisk will make commercially reasonable efforts to cease its distribution of such Content following the receipt of such notice, although SanDisk cannot provide any assurances regarding materials produced or distributed prior to the receipt of such notice; (b) the perpetual and irrevocable right to delete any or all of your Content from SanDisk’s servers and from the Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to you or any other party; and (c) a royalty- free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any of your Content as SanDisk may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Site. Further, you agree to grant to SanDisk a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable right and license to exercise the copyright, publicity, and database rights you have in your submitted information, including any data or other information generated by your Membership and Use activity, in any media now known or not currently known, in accordance with SanDisk’s Privacy Policy.

You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to your Content hereunder; (ii) you are solely responsible for, and SanDisk will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the Site, including without limitation any legal consequences relating to your intellectual property rights; and (iii) SanDisk’s acknowledgement hereunder of your intellectual property rights in your Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of SanDisk’s intention not to require users of the Site to forego certain intellectual property rights with respect to Content they create or upload, subject to the terms of this Agreement.

8. No Liability for Accumulated Content

When using the Site, you may accumulate Content that resides as data on SanDisk’s servers. You agree that even though you may retain certain copyright or other intellectual property rights with respect to Content you upload while using the Site, you do not own any data SanDisk stores on SanDisk’s servers (including without limitation any data representing or embodying any or all of your Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of SanDisk. THESE DATA, AND ANY OTHER DATA, ACCESS HISTORY AND USER NAMES RESIDING ON SANDISK’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN SANDISK’S SOLE DISCRETION.

YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU UPLOAD AND/OR CREATE USING THE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, SANDISK DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON SANDISK’S SERVERS.

YOU UNDERSTAND AND AGREE THAT SANDISK HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

9. Access from Outside the United States; Software Use Restrictions

The Site is controlled and operated by SanDisk from its offices within the State of California, United States of America. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws. Any software available in connection with the Site (the “Software”) is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use. Downloading or using the Software is at your sole risk.

You acknowledge that any software and related documentation that may be available to download from the Site (the “Software”) is the copyrighted work of SanDisk, its subsidiaries, affiliates, or suppliers. You agree that use of the Software is governed by the terms of the end user license agreement (the “EULA”) which accompanies or is included with the Software. Except as set forth in the applicable EULA, any further copying, reproduction or redistribution of the Software is expressly prohibited.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” AND “WHERE-IS” BASIS, AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED.

10. Disclaimer

ALL INFORMATION IS PROVIDED BY SANDISK ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. SANDISK PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT. Without limiting the foregoing, SanDisk does not ensure continuous, error-free, secure or virus-free operation of the Site. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.

11. Copyright Policy

SanDisk respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SanDisk’s Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed, including the URL (web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. a description of where the material that you claim is infringing is located on the SanDisk Site, including the URL;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

SanDisk’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

SanDisk DMCA Copyright Agent
SanDisk Corporation
601 McCarthy Blvd.
Milpitas, CA 95035
Dmca-wakeupyourphone@sandisk.com

Important Advisory

DMCA Notices are legal notices distinct from regular Site activities or communications. As such, they are not subject to SanDisk’s Privacy Policy. This means SanDisk may publish or share them with third parties at our discretion, and SanDisk may produce them pursuant to a legal discovery request without permission from you.

Anyone making a false or fraudulent Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.

12. General Use of the Site

You have a nonexclusive, limited, revocable license to use the Site while you are in compliance with this Agreement. You agree to abide by certain rules of conduct and other rules prohibiting illegal and other practices that SanDisk deems harmful. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates any of these terms, including without limitation, removing the offending communication from the Site and terminating the Membership of such violators.

You agree that you shall not:

• Take any action or upload, post, e-mail or otherwise transmit Content that infringes or violates any third party rights;
• Impersonate any person or entity without their consent, including, but not limited to, a SanDisk employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Make unauthorized use of any SanDisk trademarks or service marks;
• Take any action or upload, post, e-mail or otherwise transmit Content that violates any law or regulation;
• Take any action or upload, post, e-mail or otherwise transmit Content as determined by SanDisk, in its sole discretion, that causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• Take any actions or upload, post, e-mail or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• Take any action or upload, post, email or otherwise transmit any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that SanDisk considers in its sole discretion to be of such nature;
• Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
• Attempt to gain access to any other Member’s Membership account or password; or
• “Stalk,” abuse or attempt to abuse, or otherwise harass another User. Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership.

You agree that SanDisk may take whatever steps it deems necessary to abridge, or prevent behavior of any sort on the Site in its sole discretion, without notice to you.

13. Dealing with Other Users; Limitation of Liability

SanDisk is a service provider, which means, among other things, that we do not control each and every aspect of the Site. You acknowledge that SanDisk is a service provider that may offer Users opportunities to interact online regarding topics and content chosen by other Users. Generally, we do not regulate Users’ interactions with the Site or communications with each other. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site. You are solely responsible for your interactions with other Users.

As a condition of access to our Site, you release SanDisk (and SanDisk’s shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site.

You further understand and agree that: (a) SanDisk will have the right but not the obligation to resolve disputes between Users relating to the Site, and SanDisk’s resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent SanDisk elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Site and will not make judgments regarding legal issues or claims; (c) SanDisk’s resolution of such disputes will be final with respect to the Site but will have no bearing on any real-world legal disputes in which Users of the Site may become involved; and (d) you hereby release SanDisk (and SanDisk’s shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with SanDisk’s resolution of disputes relating to the Site.

14. Further Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SANDISK SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE MATERIALS. IN NO EVENT SHALL SANDISK BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF SANDISK HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE A CLAIM OF ANY NATURE AGAINST SANDISK FOR LOST DATA, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE MATERIALS. YOU AGREE TO HOLD SANDISK ENTIRELY HARMLESS FROM, AND YOU COVENANT NOT TO SUE SANDISK, OR ITS AFFILIATES, SUCCESSORS OR ASSIGNS, FOR, ANY CLAIMS RELATED TO THE WAKE UP YOUR PHONE SITE.

SOME STATES, COUNTRIES OR TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Membership Termination; Survival

This Agreement shall remain in full force and effect while you use the Site. SanDisk may block your access to the Site at any time without warning; and in the event your Site access is blocked or otherwise terminated, this Agreement will remain in effect, including Sections 6 (Limited License to Use Content), 7 (License to SanDisk), 8 (No Liability for Accumulated Content), 9 (Software Use Restrictions), 10 (Disclaimer), 12 (Limitation of Liability), 14 (Assignment), 15 (Disputes), 16 (Indemnity), and 18 (General Provisions).

16. Transfer of Membership; Assignment

All or any of SanDisk’s rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of SanDisk’s assets.

You may not assign or transfer your Membership, this Agreement or any or all of your rights hereunder without the prior written consent of SanDisk, and any attempt to do so is void. Notwithstanding the foregoing, SanDisk will not unreasonably withhold consent to the transfer of a Membership in good standing by operation of a valid written will to a single natural person, provided that proper notice and documentation are delivered as requested by SanDisk.

17. Disputes

For residents in countries other than countries in the EU or the EFTA any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of California without regard to conflicts of laws principles or the United Nations Convention on the International Sale of Goods. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, for the resolution any and all disputes arising out of or relating to your use of the Site. You further agree and covenant not to bring suit in any other jurisdiction.

For residents in EU or EFTA countries any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of Ireland without regard to conflicts of laws principles or the United Nations Convention on the International Sale of Goods. You agree to submit to the exclusive jurisdiction of the Courts of Ireland, for the resolution any and all disputes arising out of or relating to your use of the Site. You further agree and covenant not to bring suit in any other jurisdiction.

Notwithstanding these provisions, you agree that SanDisk shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.

18. Indemnity

You agree to defend, indemnify and hold harmless SanDisk, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, and third party Content Providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any breach of this Agreement by you, or from your use of the Site. You agree to defend, indemnify and hold harmless SanDisk, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer or other loss of Content, status or other data held in connection with your Site use, and (b) any claims by third parties that your activity or Content in the Site infringes upon, violates or misappropriates any of their intellectual property or proprietary rights.

19. U.S. Government Restricted Rights

The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgment of SanDisk’s proprietary rights in them.

20. General Provisions.

This Agreement is accepted upon your use of the Site and is further affirmed by you becoming a Member on completion of your registration. This Agreement constitutes the entire agreement between you and SanDisk regarding the use of the Site.

The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

SanDisk’s failure to act with respect to a breach by you or others does not waive SanDisk’s right to act with respect to that breach or subsequent or similar breaches.

No consent or waiver by SanDisk under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of SanDisk. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of SanDisk shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of SanDisk.

21. Revisions

SanDisk may, at any time limit, deny access to, or change the content of, the Wake Up Your Phone Site. SanDisk may revise or otherwise update this Agreement, and will provide you notice of substantive changes by means of a general notice on our Site, or by electronic mail to your e-mail address in our records (if any), or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for you (if any). You may be required to agree to the updated Agreement in order to have continued access to the Site. In the event of a dispute, the version of the Agreement in effect at the time the dispute arose shall apply.