End User License Agreement
IMPORTANT – READ CAREFULLY:
This End-User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or a single entity) and Vertexture plug-ins or script Technologies Ltd. (“Vertexture”) for evaluation and use of the plug-ins or script (including all ancillary applications provided) and any associated documentation provided with the plug-ins or script (collectively, the “plug-ins or script”). By downloading, installing, or using the plug-ins or script: (1) you represent that you understand the terms of this Agreement and you have the capacity and authority to bind your employer to this Agreement, and (2) you accept the terms of this Agreement and you consent to be bound by this Agreement on behalf of your employer (hereinafter referred to as “you”). If you do not agree to be bound by these terms and conditions, do not download, install, or use of the plug-ins or script.
1. Grant of License.
1.1 General License Grant.
Pursuant to an email or other written communication from the Company with the license key details for the plug-ins or script (“License Order Confirmation”), and subject to payment of all applicable license fees and other charges, Vertexture grants you the limited, non-exclusive, non-sublicenseable, non-transferable license to install and use the plug-ins or script in accordance with this Agreement and subject to any volume, user, field of use, configuration or other restrictions set forth in the applicable Licence Order Confirmation. If your purchase order or other documentation contains terms in addition to, or different than, the terms of this Agreement, those terms in that purchase order or other documentation shall be disregarded and the terms of this Agreement shall control.
1.2 License Options.
Your license to install and use the plug-ins or script shall be in accordance with one or more of the following license options, as set forth on the License Order Confirmation or in your request for evaluation plug-ins or script. The plug-ins or script may contain a plug-ins or script license management tool (a “License Manager”) that regulates your use of the plug-ins or script. If so, all of the licensed activity described below must be subject to the control of the License Manager, and you may not install or use the plug-ins or script in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the plug-ins or script.
Named-user License. One identified individual (named-user) may use the plug-ins or script. You may install the plug-ins or script on any number of computers necessary to support that named-user, so long as the plug-ins or script is used only by the named-user. If the named-user leaves your employ or is transferred such that he or she no longer requires use the plug-ins or script, you may transfer this license to an alternative named-user.
(ii) Customer may copy and install on Customer’s computers, for use only by Customer’s employees, as many copies of the plug-ins or script as is designated on the applicable Licence Order Confirmation forms.
(iii) All annual subscription fees shall be payable per authorised user as set forth in the applicable Licence Order Confirmation.
(iv) Vertexture shall provide the support and maintenance services as referred to in the Licence Order Confirmation form.
It is your responsibility to ensure compliance with the terms of this Agreement. For example, for floating licenses, you must take steps to ensure that the number of concurrent users does not exceed the number of user licenses that you have purchased. Except as may otherwise expressly be provided herein and as otherwise expressly permitted by law, you shall not, directly or indirectly:
(a) Use the plug-ins or script in a manner that infringes any third party’s copyrights or any other rights;
(b) Make any translation, adaptation, arrangement, modification, derivative work or other alteration of the plug-ins or script;
(c) Distribute, sell, give away, hire or lease the plug-ins or script, or another product wholly or partially derived from the plug-ins or script, or offer to do any of the foregoing;
(d) Assign, sell, lease, rent, time-share, or otherwise make all or any part of the plug-ins or script available for installation or use by any third party, as a service bureau, application service provider or otherwise, without the prior written consent of Vertexture;
(e) Decipher, decompile, disassemble or reverse engineer the plug-ins or script, in whole or in part. To the extent you are expressly permitted by law to reverse engineer the plug-ins or script, you agree to use such findings only as expressly permitted by law, and to otherwise hold such findings in strict confidence. For information regarding interoperability, contact Vertexture.
1.4 Transfer and Assignment.
This Agreement is personal and may not be assigned or assumed (including by operation of law) without Vertexture’s prior written consent, and any attempt to do so without such consent is void. You may, however, transfer the plug-ins or script to a successor in interest to all or substantially all of your assets or stock on a permanent basis, provided you retain no copies and the recipient agrees to the terms of this Agreement.
1.5 Term and Termination of License.
(a) The term of this Agreement, and the license granted hereunder, shall commence (i) upon receipt by Vertexture of a purchase order (for non-Demo and non-Open Source licenses) or (ii) upon express authorization by Vertexture (for Demo and Open Source licenses) or (iii) upon the date provided for in the applicable Licence Order Confirmation (for subscription licence), and shall continue for the term stated on the applicable License Order Confirmation as issued by Vertexture or, if no specific term is stated, shall continue indefinitely unless terminated in accordance with this Agreement.
(b) This Agreement and the license granted hereunder shall terminate immediately and automatically if you have not paid any license or subscription fees or other charges due to Vertexture within 30 days after such amount is due.
(c) Without prejudice to any other rights, Vertexture may immediately terminate this Agreement and the license granted hereunder upon written notice to you if you fail to comply with the terms and conditions of this Agreement.
(d) Upon termination of the license for any reason, you must immediately destroy and stop using all copies of the plug-ins or script (including purging all storage media on which such plug-ins or script is installed or otherwise stored) and all of its component parts.
(e) Upon termination of this Agreement, the provisions of Section 1.3, 3, 5, 6, 10 and 12 shall survive.
Subject to the payment of all applicable fees, you shall be entitled to participate in the Vertexture support program indicated on a License Order Confirmation. Information regarding support offerings made generally available by Vertexture is available from Vertexture upon request. The provision of support services by Vertexture, if any, shall be subject to the terms of this Agreement.
All copyrights, trademarks and all other intellectual property rights in and to the plug-ins or script are and shall remain the sole and exclusive property of Vertexture. Nothing in this Agreement shall confer any rights in any trade name, business name or trademark of Vertexture to you. All modifications and improvements made to the plug-ins or script and derivative works of the plug-ins or script created by Vertexture based in whole or in part upon the suggestions or feedback provided by you shall remain the sole and exclusive property of Vertexture. You agree not to remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the plug-ins or script. You agree to keep confidential and use your best efforts to prevent and protect the contents and output of the plug-ins or script from unauthorized disclosure.
Title, ownership rights, and intellectual property rights in and to the content accessed through the plug-ins or script is the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to any such content.
5. Limited Warranty; Disclaimer.
Vertexture warrants to you, for thirty (10) days from the date of the License Order Confirmation, the plug-ins or script shall be in operable condition as described in the documentation provided as part of the plug-ins or script. Vertexture does not warrant that the plug-ins or script will function without errors or interruptions. In the event that the plug-ins or script fails to conform to this warranty, Vertexture’s sole liability and your exclusive remedy shall be, at Vertexture’s option, either (a) return of the price paid by you, or (b) repair or replacement of the plug-ins or script. This limited warranty does not apply to Demo Licenses or plug-ins or script identified as “beta,” “pre-release,” “test,” “AS-IS,” or the like, or to any support or other services performed by Vertexture, all of which are supplied on an “AS-IS” basis without any warranty of any kind. This limited warranty is void if failure of the plug-ins or script resulted from your negligence, abuse, accident, or improper or unauthorized use of the plug-ins or script.
THE FOREGOING LIMITED WARRANTY IS IN LIEU OF AND Vertexture DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITIONS OF QUALITY, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE FOREGOING LIMITED WARRANTY SHALL FURTHER NOT BE ENLARGED OR OTHERWISE AFFECTED BY Vertexture’S RENDERING OF ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE plug-ins or script OR YOUR USE THEREOF. VERTEXTURE SHALL NOT BE HELD RESPONSIBLE FOR THE PERFORMANCE OF OR OUTPUT OBTAINED FROM THE plug-ins or script NOR FOR ANY LIABILITY TO ANY PARTY ARISING OUT OF USE OF THE plug-ins or script.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL Vertexture BE LIABLE TO YOU FOR LOSS OF PROSPECTIVE PROFITS OR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF Vertexture IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF Vertexture TO YOU UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THAT PAID BY YOU TO Vertexture IN CONNECTION WITH YOUR USE OF THE plug-ins or script WITHIN THE PREVIOUS TWELVE-MONTH PERIOD.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
You agree that the plug-ins or script will not be shipped, transferred, exported, or re-exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restriction or regulations (collectively, the “Export Laws”). If the plug-ins or script, or any component thereof, is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the plug-ins or script. All rights to use the plug-ins or script under this Agreement are granted on the condition that such rights are forfeited if your representations and warranties in this section are not true.
8. U.S. Government Restricted Rights.
If you are a government agency, you acknowledge that the plug-ins or script was developed at private expense and that the computer plug-ins or script component is provided to you subject to RESTRICTED RIGHTS. Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this restricted computer plug-ins or script, the rights of the government regarding its use, duplication, reproduction or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer plug-ins or script clause at DFARS 252.227‑7013 (48 C.F.R. § 252.227-7013), and subparagraph (c)(1) and (2) of the Commercial Computer plug-ins or script Restricted Rights clause at FAR 52.227‑19. Contractor/manufacturer is Vertexture plug-ins or script Technologies.
9. Compliance with Agreement.
You agree that within fifteen (15) days of a request from Vertexture or Vertexture’s authorized representative you will fully document and certify that your use of the plug-ins or script at the time of the request is in conformity with the terms of this Agreement and you agree to permit Vertexture or its authorized representative to verify the accuracy of your certification. If such verification reveals that Customer has exceeded the number of authorised users set forth on the applicable Licence Order Confirmation form during the relevant period, then Customer shall pay, on demand, for the excess usage and for any ongoing excess usage going forward.
This Agreement is governed by the laws of Ireland. You hereby consent to the jurisdiction of the courts located within the county in which Vertexture’s principal office in Ireland is located.
11. Customer Identification.
You grant Vertexture the right to use publicly your name and logo to appropriately identify you as a Vertexture customer and licensee of the plug-ins or script.
This Agreement shall inure to the benefit of Vertexture and its successors or assigns. Waiver of breach of any provision of this Agreement shall not be deemed a waiver of that provision or any other provision. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. This Agreement may be modified or amended only in writing signed by both you and Vertexture. The parties disclaim the application of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) or any state’s implementation of UCITA.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT, TOGETHER WITH ONE OR MORE LICENSE ORDER CONFIRMATIONS FOR THE plug-ins or script, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND Vertexture WHICH SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND Vertexture RELATING TO THE SUBJECT MATTER HEREOF.
Copyright. All right reserved
© Copyright 2019, Vertexture INC. All Rights Reserved.By downloading content from this site, you accept the End User License Agreement, and agree to be bound by its provisions. If you do not accept or agree with these terms, do not download. Privacy and GDPR