VI Service Desk distribution permissions and end-user license agreement

End User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY.

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN VELOCITY INTEGRATIONS SOFTWARE, INC. (THE "COMPANY") AND A CORPORATION, INDIVIDUAL OR OTHER ENTITY (THE "USER"). THIS AGREEMENT GIVES A USER THE RIGHT TO ACCESS AND USE THE COMPANY`S PRODUCTS AND SERVICES ("PRODUCTS") PURCHASED FROM THE COMPANY, ITS RESELLERS OR AGENTS PURSUANT TO A PURCHASE AGREEMENT, CONTRACT, SALES ORDER, INVOICE OR SIMILAR DOCUMENT ("PURCHASE CONTRACT"). THE COMPANY IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE COMPANY`S PRODUCTS ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND AGREES TO PAY TO THE COMPANY, ITS RESELLERS OR AGENTS, THE FULL PURCHASE PRICE (TO INCLUDE ALL APPLICABLE TAXES AND FEES) OF THE PRODUCTS PURCHASED.

BY ACCESSING THE PRODUCTS, THE USER ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF THE USER DOES NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THE COMPANY WILL NOT LICENSE THE PRODUCTS TO THE USER, AND THE USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS.

1. License

The Company grants the User a nonexclusive, nontransferable license to use the Products in accordance with this Agreement and with the terms and conditions of the type of license for which the User has paid. The type of license the User has will be indicated on the Purchase Contract received from the Company. Any uses of the Products that exceed the scope of the license the User is granted will result in automatic termination of this license.

2. License Grants

2.1 The User may make one copy of the Products in machine-readable form solely for backup and/or archival purposes. The User must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Products. The User may not sell or transfer any copy of the Products made for backup and/or archival purposes.

2.2 The User may make any number of replicas of the Products. A replica is a duplicate of the Products with the same replication ID number as the original copy of the Products supplied by the Company. The User must reproduce on any such replica all copyright notices and any other proprietary legends on the original copy of the Products.

3. License Restrictions

The User acknowledges that the Products and its structure, sequence and organization is the valuable trade secret of the Company and in order to protect such trade secrets the User may not copy, rent, lease, loan, resell for profit, distribute or transfer the Products to others, in whole or in part, except as expressly provided in Section 2 of this Agreement. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder is void and shall terminate this license. Upon termination you must destroy all copies of the Products.

4. Ownership

The foregoing license agreement gives the User limited license to use the Products. The Company and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Products (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by the Company and its suppliers.

5. Content Maintained by the Company

The User acknowledges and agrees that: (a) the Company may, from time to time, elect to update the Products, but the Company does not warrant or guarantee that any Products or other information accessed through the Company`s website(s) will be updated at any time during the term of this Agreement; (b) the Company is not recommending, warranting or guaranteeing the use or performance of any third-party product or service described in the Products or elsewhere in the Company`s website(s), nor is the Company responsible for malfunction of such products or services due to typographical or other errors in the Products, the User`s negligence or otherwise; (c) the User agrees to seek additional information on any third-party product or service from the manufacturer.

6. Warranty

6.1 Performance Warranty
The Company warrants to the User during the term of this Agreement that when operated in accordance with the documentation and other instructions provided by the Company, the Products will perform substantially in accordance with the functional specifications set forth in the documentation within the Products.

6.2 Remedy
If the Products fail to comply with the warranty set forth in Section 6.1 (a “Non-Compliance”), the Company will, at its option and upon receiving notice from the User during the term of this Agreement of the Non-Compliance, replace the Products or use reasonable efforts to provide a workaround to correct the Non-Compliance (e.g., by furnishing a correction or update of the Non-Compliant portions of the Products, which corrections or updates shall be deemed part of the Products).

6.3 Warranty limitations
The Company does not warrant that the Products are free from all bugs, errors, and omissions. The warranty set forth in Section 6.1 applies only to the latest release of the Products made available by the Company to the User. Such warranty does not apply to any Non-Compliance resulting from misuse, casualty loss, or defect in any products, goods, services, or other items furnished by anyone other than the Company when such products, goods, services, or other items are used or used together with the Products, or any modification not made by or for the Company.

6.4 DISCLAIMER
EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 6.1, THE SOFTWARE PRODUCT IS PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT WILL THE COMPANY BE LIABLE TO THE USER OR ANY OTHER PERSON FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR DIRECT DAMAGES BEYOND THE VALUE OF THE REMEDY OF SECTION 6.2.



7. Product Maintenance
7.1 During the support period as defined in the Purchase Contract the Company shall provide to the User any new, corrected or enhanced version of the Products as created by the Company. Such enhancement shall include all modifications to the Products that increase the speed, efficiency or ease of use of the Products, or add additional capabilities or functionality to the Products, but shall not include any substantially new or rewritten version of the Products.

7.2 After expiration of the support period, the User may continue to receive maintenance support for successive twelve (12) month periods. The charge for such optional maintenance support shall be the Company’s regular list price for maintenance and support for the Products as published from time to time by the Company. The User shall notify the Company in writing if it desires to receive optional maintenance. If the User fails to take optional maintenance and later elects to receive it, the Company reserves the right to charge the User its maintenance fees for the period of the lapse in maintenance. The Company may elect to discontinue maintenance at any time upon notice to the User and refund of any then unearned maintenance fees.

8. Terms of Payment

Our terms of payment are based on Prompt Net 30 from date of invoice.
Payment received after 30 days incurs an immediate 2% late charge, with an additional 0.065% charge on the principal balance every additional day the payment is past due.

9. Limitation of Liability

Except as specifically provided herein, neither the Company, its affiliates, resellers, agents, or licensors shall be liable for any claim, demand or action arising out of, or relating to, the User`s use of the Products or the Company`s performance of (or failure to perform) any obligation under this Agreement or for special, incidental or consequential damages, including, without limitation, damages due to lost profits or business interruption, or other damages caused by the inability to use the Products, even if the Company, its affiliates, resellers, agents, or licensors have been advised of the possibility of such loss or damages, and whether or not such loss or damages is or are foreseeable.

10. Export Law

The Company`s Products are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by the Company prior to any access, the User agrees not to export the Products under any circumstances whatsoever. In any case, the User will indemnify and hold the Company harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney fees) arising from, or relating to, any breach by the User of the User`s obligations under this section.

11. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the State of New York.









12. Attorney Fees

If any legal action or proceeding is brought for the enforcement of this Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorney fees and other costs incurred as a result of the legal action or proceeding.

13. Waiver

No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future.

14. Assignment

Neither this Agreement nor any of the User`s rights or obligations hereunder may be assigned by the User in whole or in part without the prior written approval of the Company. Any other attempted assignment shall be null and void.

15. Severability

If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severed and deleted from this Agreement, and the remainder will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not waive any other or subsequent default or breach.

16. Complete Agreement

This Agreement, together with the Company`s Purchase Contract, is the complete and exclusive statement of the agreement between the Company and the User, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of the Company.

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