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End User License Agreement Safety Assist Application Velocity Vue, Inc.
This Velocity Vue End User License Agreement (“Agreement”) is a legal agreement between users (“You”) and Velocity Vue, Inc. (VVI, the “Company,” “we,” “us” or “our”) regarding the Company’s Applications. For good and valuable consideration, You agree with us to the following:
Grant of License. This license granted to You for the Licensed Applications by the Company is limited to a terminable, non-sublicensable, non-transferable, non-exclusive license to install and use and/or deploy the Licensed Applications. You may not copy, decompile, reverse engineer, disassemble, and attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof. Any attempt to do so is a violation of the rights of the Company. You acknowledge that VVI reserves and shall retain its entire right, title, and interest in and to Licensed Applications, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. If you breach this restriction, you may be subject to prosecution and damages. The Company does not transfer the title of the Licensed Applications to You; the license granted to You is not a sale. This Agreement is a binding legal agreement between the Company and You.
Use of VVI Applications. VVI applications are provided on a subscription plan that requires either annual or monthly payments. VVI Applications are only licensed for use in the United States and its territories. You shall use VVI Applications in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of VVI Applications, together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited.
DISCLAIMER OF WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VVI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VELOCITY VUE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. NOTE THAT VVI APPLICATIONS ARE NOT A GOVERNMENT APPROVED SAFETY PROGRAMS. IT IS A TOOL TO HELP YOU ADMINISTOR YOUR OWN COMPANY SAFETY PROGRAM. YOU HAVE SOLE RESPONSIBILITY FOR MEETING ANY LEGAL REQUIREMENTS.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall the Company’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
You agree to indemnify, defend, and hold harmless VVI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Licensed Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Licensed Application.
Termination. This license is effective until terminated by You or the Company, but all provisions of this Agreement except Section 1 (Grant of License) will survive termination and continue in effect. If you wish to terminate this license for any reason, you must provide us at least 10 days notice by emailing us at firstname.lastname@example.org. Your rights under this license will terminate automatically without notice from the Company if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application. The financial obligations incurred by You shall survive the expiration or termination of this license. Your data may not be available to You after termination of this
Export Controls. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
Governmental Users. The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
Choice of Law; Jurisdiction. The laws of the State of Texas, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, or national laws. You and we agree to submit all disputes between us to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas. 11. Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the License Application and supersedes any prior or contemporaneous understandings and agreements between you and us related to its subject matter.
Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
Severability. The parties agree that each provision of this Agreement is intended to be construed to be enforceable to the fullest extent possible. If any provision or part of a provision of this Agreement is held to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any remaining provisions.
Assignment. You may not assign your rights under this Agreement to any third party; we may assign your rights under this Agreement without condition.
Upgrades and bug fixes. VVI may from time to time at its sole discretion develop and provide Licensed Application updates, which may include upgrades, bug fixes, patches, other error corrections and / or new features (collectively “Updates”). Updates may modify or delete in their entirety certain features and functionality. You agree that VVI has no obligation to provide any Updates or continue to provide or enable any particular features or functionality. Updates may vary depending on your device settings. When your device is connected to the Internet, Updates will either be automatically downloaded and installed, or you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Licensed Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Licensed Application and be subject to all terms and conditions of this Agreement.