END USER LICENSE AGREEMENT (EULA)
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING THE "AGREE " BUTTON.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND CLICK “REJECT”.
IF YOU REJECT THE AGREEMENT WITHIN 15 DAYS OF THE ORDER, CONTACT THE BUSINESS FROM WHICH YOU PURCHASED THE LICENSE REGARDING A REFUND.
This end user license agreement is between you, the customer, whether an individual or entity (Customer) and Veriato Inc., a Delaware corporation ("Veriato"). Details of the software licensed and Maintenance (defined below) should be provided on an order. Usage rights and other terms are defined at http://www.veriato.com/support/product-guide. The software, updates, documentation, and product key / license serial number (Software) provided under an order, are licensed and are not sold.
- TRIAL LICENSE. If the Software is provided without the payment of a license fee, then it is provided under a trial license. Veriato grants Customer a non-exclusive term license to operate the Software for the sole purposes of deciding whether it wants to purchase a license. The Software is provided AS IS, with no warranty during this time period.
- LICENSE GRANT. Subject to the other terms of this agreement, Veriato grants Customer, under an order, a non-exclusive and non-transferable perpetual license up to the license capacity purchased to: operate the Software in its business operations and make one copy of the Software for archival and backup purposes.
- RESTRICTIONS AND OWNERSHIP. Customer cannot:
- sublicense, rent or lease the Software or use it as a service provider or as part of a service;
- reverse engineer (except to the extent expressly permitted by applicable law despite this limitation), decompile, or disassemble the Software; or
- copy any features, functions or graphics of the Software to develop a competitive product.
- utilize the software for the purposes of competitive analysis or for any other purpose outside of customers normal business operations.
Customer is entitled only to those rights as are expressly granted by this agreement. Veriato retains all ownership and intellectual property rights in and to the Software.
- PAYMENT. Customer must pay for the license on the date of the order. Customer is responsible for all sales, use, withholding and other similar taxes associated with an order, and accepts the Software as of the date of the order.
- COMPLIANCE WARRANTY. Customer warrants that it will use the Software in compliance with applicable laws, and will not use the Software where it cannot legally and rightfully operate the Software, or where it does not have express permission of the individual being monitored.
- WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED ‘AS IS.’ VERIATO DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMIT ON LIABILITY. VERIATO IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, COSTS OF DELAY, ANY FAILURE OF DELIVERY, AND COSTS OF LOST OR DAMAGED MATERIAL; EVEN IF VERIATO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER THE CLAIM IS BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY). VERIATO’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND IS LIMITED TO THE AMOUNT PAID TO VERIATO FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGE.
- This agreement is in effect until terminated.
- Customer may terminate the agreement by removing the Software from all computers, and returning or destroying the Software.
- Either party may terminate this agreement if the other party materially breaches this agreement, and has not cured that breach within a 30 day written cure period from the non-breaching party.
- Upon termination of this agreement for any reason, Customer must immediately stop all use of the Software, remove the Software from its computers, and either destroy the Software or return the Software to Veriato. Customer must confirm in writing that it has complied with this requirement, if requested by Veriato.
- ANNUAL MAINTENANCE. If Customer purchases the Software technical support and update service for a fee (Maintenance), then the following will apply. Details on the Maintenance programs are located http://www.veriato.com/support/
- GENERAL CUSTOMER INDEMNITY. If any third-party brings a claim against Veriato alleging a violation of a right of privacy or other right by Customer, Customer must indemnify and hold Veriato harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
- U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. government or any agency thereof is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 C.F.R. 52.227-19, as applicable. Contractor/manufacturer is: Veriato Inc., 1555 Indian River Blvd., Building B-210, Vero Beach, FL 32960.
- GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Any dispute arising out of or related to this agreement must be exclusively brought in the state and federal courts for Vero Beach, Florida. Customer consents to the personal jurisdiction of such courts and waives any claim that it is an inconvenient forum. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
- EXPORT LAWS. Customer agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Software or any underlying information or technology except in full compliance with all United States, foreign and other applicable laws and regulations.
- OTHER TERMS. This agreement, and all orders, constitute the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, representations or agreements, whether oral or written, related to this subject matter. • No modification or waiver of any term of this agreement is effective unless signed by both parties. • Neither party may assign or transfer this agreement to a third party, except that the agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party. • The parties are independent contractors with respect to each other. • If any term of this agreement is invalid or unenforceable, the other terms remain in effect. • Veriato rejects additional or conflicting terms of a Customer’s form-purchasing document. • Neither party is liable for force majeure events. • All terms that by their nature survive termination of this agreement for the party to enforce its rights under, and receive the benefits of, this agreement will survive. • The Convention on Contracts for the International Sale of Goods does not apply.