NOTICE TO USER: This Software License Agreement (“License”) is a legal agreement between you (either an individual or an entity) and ValTeo, LLC (“ValTeo”) regarding the use of the Software (defined below) that is subject to this License.
BEFORE CONTINUING AND/OR INSTALLING AND USING THE SOFTWARE, CAREFULLY READ THE TERMS OF THIS LICENSE. UPON INSTALLATION AND/OR USE OF THE SOFTWARE (“EFFECTIVE DATE”), YOU AGREE TO BE BOUND BY, AND BECOME A PARTY TO, THIS LICENSE. IF YOU HAVE NOT PREVIOUSLY INSTALLED AND/OR USED THE SOFTWARE AND DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MAY NOT INSTALL OR USE THE SOFTWARE. YOU AGREE THAT THIS LICENSE IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS LICENSE IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.
ValTeo permits you to use the Software only in accordance with the terms of this License and the terms and conditions of this License.
- Definitions. The following capitalized terms shall have the respective meanings assigned to them below.
- Documentation” means explanatory written materials or files that are provided by ValTeo or otherwise made available to you in connection with the Software.
- “Software” means all of the contents of the files or other media with which this License is provided, including, but not limited to, related Documentation.
“Term” means the term of this License, as specified in Section 6 below.
- “Third Party Software” means software that may be provided by ValTeo or its agents to you for use solely in conjunction with the Software that is created by a third party, and covered by different license terms.
- Software License.
- For the duration of the Term, ValTeo grants you a personal, revocable, non-exclusive, non-transferable, limited license to install and use the object code version of the Software solely in connection with ValTeo products. ValTeo may amend this Software License with or without notice to you and such amendments shall become effective upon publication on ValTeo’s web site. Any use of the Software on a stand-alone basis is strictly prohibited. All rights not specifically granted under this License are reserved by ValTeo. This Software is licensed, not sold. Your license confers no title or ownership in this Software and should not be construed as a sale of any rights in this Software.
- Except as otherwise expressly provided in this License or an applicable Order Form, you may download, install and use only a single instance of the Software on a single computer file server within your internal network. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including, but not limited to, use of the Software: (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.
- Restrictions on your License. The License granted to you is subject to the following restrictions. Any use of the Software in violation of the License Restrictions shall be regarded as an infringement of ValTeo’s copyrights in and to the Software. You agree that you will not copy the Software, except to make a back-up copy that is not installed or used on any computer. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software. You will not: (a) modify, adapt or translate the Software; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law; (c) remove or destroy any copyright notices or other proprietary markings; or (d) rent, lease, sell, loan, sublicense, assign or otherwise transfer this License or your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s computer or server except as may be expressly permitted herein.
- Updates. ValTeo or its agents may make updates or new versions of the Software available. Updates and/or new versions of Software may be provided to you subject to additional or different terms, and such terms shall be deemed accepted by you upon installation or use of such version. You acknowledge that failure to timely update the Software may prevent it from functioning, and that ValTeo shall have no liability for such malfunction. Notwithstanding the foregoing, you shall immediately install any update or new version of the Software provided for the purpose of avoiding or resolving a third party claim of intellectual property infringement applicable to a previous version of the Software.
- Third Party Software. The Software may contain or be distributed with Third Party Software. Information concerning the inclusion of Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that Third Party Software are contained in the Documentation. Except as expressly provided herein, this License does not apply to any Third Party Software identified in the Documentation. Any Third Party Software provided with the Software is for use solely with the Software. Any use of the Third Party Software on a stand-alone basis is strictly prohibited.
- Intellectual Property Ownership, Copyright Protection. The Software is the intellectual property of, and owned by ValTeo and its suppliers. Without limiting the generality of the foregoing, the structure, organization and code of the Software are trade secrets and confidential information of ValTeo and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this License does not grant you any intellectual property rights in the Software, and all rights not expressly granted are reserved by ValTeo and its suppliers. You agree that upon request from ValTeo or ValTeo’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from ValTeo.
- Term and Termination.
- This License will be effective upon the Effective Date, and shall automatically terminate: (i) at the the expiration of the Software term as agreed upon by both parties; or (ii) upon lack of payment for the Software License.
- Notwithstanding anything to the contrary herein, ValTeo may (at its sole discretion) suspend or terminate this License if you fail to comply with any term of this License. Upon termination of this License, you shall cease all use of the Software and Documentation and if requested by ValTeo, certify in writing to ValTeo that all copies of the Software have been destroyed or deleted from any and all computer libraries or storage devices in your possession and/or control. ValTeo’s rights and your obligations under Sections 6.2 and 9 through 15 will survive the termination of this License.
- Feedback. If you provide any feedback to ValTeo concerning the functionality or performance of the Software (including identifying potential errors and improvements) (“Feedback”), you hereby assigns to ValTeo all right, title, and interest in and to the Feedback, and ValTeo is free to make unrestricted use the Feedback without any necessity of payment to you. You represent and warrants that it is the sole owner of, or otherwise has the unfettered right or license to, make the foregoing assignment.
- LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES. The Software is provided “AS IS” and without any warranties. If an “AS IS” warranty is prohibited by law, then ValTeo warrants only to you that the electronic copy of the Software that is delivered to you by ValTeo will be free from material defects for thirty (30) days following delivery. ValTeo’s entire liability and your exclusive remedy for breach of this warranty will be, at ValTeo’s option, either repair or replacement of the electronic copy of the Software that does not meet this warranty. This limited warranty will be void if failure of the Software has resulted from any accident, abuse, misuse, or misapplication by you. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALTEO DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE. VALTEO MAKES NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT, AND NO WARRANTY THAT THE SOFTWARE OR VALTEO’S EFFORTS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.
- Risks Associated with Beta Software; No Technical Support. If the product you received with this License is pre-commercial release or beta Software (“Beta Version”), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this License, this Section shall supersede such other term(s) and condition(s) with respect to the Beta Version, but only to the extent necessary to resolve the conflict. WHERE LIABILITY CANNOT BE EXCLUDED FOR BETA VERSION SOFTWARE, BUT IT MAY BE LIMITED, VALTEO’S LIABILITY AND THAT OF ITS SUPPLIERS WILL BE LIMITED TO THE SUM OF $50 IN TOTAL. You are invited to use the Beta Version for the purpose of testing and providing feedback to ValTeo. You acknowledge and agree that a Beta Version of the Software (as identified in the Documentation or the Help menu in the Software) is not commercially released Software and all information available concerning the Beta Software is confidential information of ValTeo. For a period of five years from the time you accessed this confidential information, you may not disclose this confidential information to any third party. This restriction will not apply to any information that is or becomes publicly available without a breach of this restriction; was lawfully known to the receiver of the information without an obligation to keep it confidential; is received from another source that can disclose it is lawfully and without an obligation to keep it confidential; or is independently developed. You may disclose this confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, you must seek the highest level of protection available and, when possible, give ValTeo enough prior notice to provide a reasonable chance to seek a protective order. You also acknowledge and agree that the Beta Software has not yet been tested like other commercially released software that you may use. Therefore, it is likely that the Software will contain errors, including errors that may cause the Software or your systems to malfunction or cause a loss of data. If you do not wish to accept the risk of errors in the Software, please do not install or use the Beta Version. ValTeo is not obligated to correct errors, correct the effects of errors (e.g., fix your computer or recover lost data), or provide any technical support related to use of the Software. The License to use a Beta Version of the Software will terminate immediately after a new version (Beta or other type) of the Software is released by ValTeo. Upon receipt of a later unreleased Beta Version or release by ValTeo of a publicly released commercial version of the Software, you will return or destroy all earlier Beta Versions received from ValTeo and will abide by the terms of this License agreement for any such later versions. Notwithstanding anything in this Section to the contrary, if you are located outside the United States of America, you agree that you will return or destroy all Beta Versions in your possession within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for ValTeo’s first commercial shipment of the publicly released (commercial) Software.
- Limitations of Liability. IN NO EVENT WILL VALTEO OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A VALTEO REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY YOU OR ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. VALTEO’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. WHERE LIABILITY CANNOT BE EXCLUDED, BUT IT MAY BE LIMITED, VALTEO’S LIABILITY AND THAT OF ITS SUPPLIERS WILL BE LIMITED TO THE SUM OF LICENSING FEES PAID IN THE 6 MONTHS PREVIOUS TO TERMINATION IN TOTAL.Nothing contained in this License limits ValTeo’s liability to you in the event of death or personal injury resulting from ValTeo’s gross negligence or for the tort of deceit (fraud). ValTeo is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this License, but in no other respects and for no other purpose.
- Third Party Claims. You will indemnify, hold harmless, and defend ValTeo (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, and agents) and ValTeo’s suppliers from and against any damages (including attorneys’ fees and expenses), claims, and lawsuits that arise or result from your use of the Software or your breach of this License.
- Export Rules. You may not export or re-export the Software without: (a) the prior written consent of ValTeo; and (b) complying with all applicable export and import control laws and obtaining any necessary permits and licenses.
- General Provisions.
- Entire Agreement. This License is the final and complete expression of the agreement between the parties with respect to the Software and supersedes all previous oral and written communications regarding the Software. If any part of this License is found void and unenforceable, it will not affect the validity of the balance of this License, which shall remain valid and enforceable according to its terms. Except as expressly specified herein, this License may only be modified by a writing signed by an authorized officer of ValTeo.
- Waiver. The waiver by either party of any breach of any provision of this License does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this License will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this License.
- Notice to U.S. Government End Users. The Software and 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.