NOTICE: USE OF THIS PRODUCT IS SUBJECT TO YOUR
AGREEMENT TO THE TERMS AND CONDITIONS BELOW.
END USER SOFTWARE LICENSE AGREEMENT
This is the end user software license agreement (“Agreement”) between Versay Solutions, LLC (“Versay”) and you, the end-user of the Software (“User”) regarding the use of the computer programs accompanying this Agreement, including all software, services, dashboards, documentation, other written materials and media (collectively referred to as the “Software”). USING THE SOFTWARE INDICATES YOUR CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms and conditions of this Agreement, immediately cease and desist any and all use of or access to the Software.
Subject to the terms and conditions of this Agreement, Versay hereby grants User a non exclusive, non-transferable, revocable, non-sublicensable right to install and use the Software. User may not decompile, disassemble, extract or otherwise reverse engineer any Software. User shall not have the right to obtain or use any source code for the Software. User shall not have the right to print, copy, reproduce, distribute, sublicense, modify or in any other manner duplicate the Software, in whole or in part other than as expressly approved in writing by Versay.
This agreement does not require Versay to provide User with updates, maintenance, support, training or consultancy services for Software. These may be available under a separate agreement.
3. CUSTOMER USAGE.
In using the Software, User agrees to the following:
1. User will only use the Software for lawful purposes;
2. User will not use the Software for sending or storing any unlawful material or for any fraudulent purpose.
3. User will not harm, damage, destroy or abuse the Software in any way whatsoever.
4. User will not copy, or distribute services or content without written permission from Versay.
5. User will only use the Software for its own use and will not resell it to a third party.
6. User will keep secure and confidential your account password or any identification Versay provides you which allows access to the Software.
4. EXCLUSION OF WARRANTIES.
User understands and acknowledges that the Software is provided on an AS-IS basis, without warranty of any kind. Specifically, Versay does not warrant that the functions of the Software will meet your requirements or that Software operation will be error-free, virus-free or uninterrupted.
VERSAY SPECIFICALLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT, AND CUSTOMER AGREES TO ASSUME ANY RISK THAT THE SOFTWARE OR ANY PRODUCTS, MATERIALS, DATA OR INFORMATION DERIVED FROM THE SOFTWARE MAY INFRINGE THE PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
VERSAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY.
IN NO EVENT SHALL VERSAY AND/OR ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, GOODWILL, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER INTANGIBLE LOSSES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS EVEN IF VERSAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. PROPRIETARY RIGHTS.
6.1. User acknowledges that ownership of the Software, including all intellectual property rights therein and all modifications thereof, is and shall remain that of Versay.
6.2. The Software shall be considered confidential in perpetuity. User shall not disclose the Software and shall use it only for the purposes specifically contemplated herein. User will hold the Software in confidence and safeguard it from disclosure to third parties, unauthorized reproduction and use and access by third parties.
8. SERVICE OUTAGES.
Versay shall use commercially reasonable efforts to ensure that the equipment, software and services under the sole control of Versay are capable of receiving and processing service requests received from User via the public Internet and/or telecommunication network. Versay shall not be responsible for any equipment, software and services that are not under the sole control of Versay. In the event Versay discovers, or User notifies Versay regarding, a problem associated with the Software, Versay will use commercially reasonable efforts to determine the source of the problem. If the source of the problem is limited to Versay’s infrastructure, Vail will use commercially reasonable efforts to remedy the problem. If the source of the problem and/or remedy resides outside of Versay’s infrastructure, Versay will use commercially reasonable efforts to notify the responsible party(ies) and cooperate with it (them) to resolve such problem as soon as possible. Notwithstanding anything to the contrary, Versay shall have no liability for any service outages, service unavailability and/or User’s inability to access or use the Software.
Versay reserves the right to terminate this Agreement and the User’s use of the Software at any time and for any reason or no reason at all. The User may terminate this Agreement at any time simply by ceasing to use the Software.
10.1. This Agreement shall be governed by and construed under the substantive laws of the State of Illinois, United States of America without regard to choice of law provisions. User hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in Lake County, Illinois with respect to any claim arising under or by reason of this Agreement. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.
10.2. The Software may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. User agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import the Software as may be required after delivery to User.
USER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTOOD IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. ACCESS TO THIS SOFTWARE IS LIMITED TO THOSE USERS THAT HAVE ACCESSED THE SOFTWARE DIRECTLY FROM VERSAY. USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN USER AND VERSAY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. IF USER IS NOT WILLING TO USE THIS SOFTWARE IN ACCORDINACE WITH THE AGREEMENT IMMEDIATELY DISCONTINUE USE OF OR ACCESS TO THE SOFTWARE.