VividGraph License
END-USER LICENSE AGREEMENT
By receiving, downloading or using VividGraph ("the Application"),
you hereby accept and agree to
be bound by the terms and conditions of this End User License Agreement
(“EULA”). This EULA is a binding legal agreement between VividReal Inc.
(“Licensor”) and any user (“Licensee”) who downloads, installs or uses
the Application.
1. The Agreement
By downloading, installing, using, or copying the Software, you accept and agree
to be bound by the terms of this EULA. If you do not agree to all of the terms
of this EULA, you may not download, install, use or copy the Software.
2. The License
Your license to use the Software is expressly conditioned upon your agreement
to all of the terms of this EULA.
Subject to the Licensee’s payment of the fees due to VividReal Inc.
for User Certificate and subject to the terms and conditions of this EULA,
VividReal Inc grants the Licensee a limited, revocable, personal,
non-exclusive, non-transferable, worldwide license, to install,
use VividGraph Software and Member Certificate with Public and Private keys
on a single Device owned and controlled by the Licensee or his/her employing company,
and to access and use the Application on such Device strictly in accordance
with the terms and conditions of this EULA.
The Licensee acknowledges and agrees that VividGraph Inc. is being licensed,
not sold, and that the Application, Intellectual Property rights, Documentation,
any copies and copyright are owned or licensed by VividRealm Inc. and
by third parties (“Third-Party Licensors”) whose intellectual property
has been licensed to the Licensor.
The structure, organization, and code of VividGraph Software are the valuable
trade secrets and confidential information of the Licensor and Third-Party Licensors.
The Application is protected by national and international law.
3. The Restrictions
When using the Software you must use it in a manner that complies with the applicable laws
in the jurisdiction(s) in which you use the Software.
3.1.
You may not sell, resell, rent, lease or exchange the Software for anything of value.
3.2.
You may not remove or alter any proprietary notices or marks on the Software.
3.3.
The Licensee hereby agrees not to
3.3.1.
decompile, reverse engineer, disassemble, attempt to
derive the source code of, or decrypt the Application;
3.3.2.
make any modification, adaptation, improvement,
enhancement, translation or derivative work from the Application;
3.3.3
violate any applicable laws, rules or regulations in
connection with the use of the Application;
3.3.4
remove, alter or obscure any proprietary notice
(including trademark or copyright notices) of the Company or any of its
subsidiaries or affiliates, partners or suppliers;
3.3.5
use the Application for any revenue generating
endeavor, commercial enterprise or other purpose for which it is not designed
or intended;
3.3.6
make the Application available over a network or
other environment for the purpose of use by multiple users at the same time;
3.3.7
use the Application for creating a product, service
or software that is directly or indirectly, competitive or in any way a
substitute for any services, product or software offered by Riedel unless authorized in
writing to do so.
4. Intellectual Property Restrictions
Licensor‘s name, trademarks,logo and graphics files that represent the Application shall
not be used in any way to
promote products developed with the Application. The Application contains
copyrighted material, trade secrets and other proprietary material.
The Licensee shall not deliver, disclose, or convey to any third party,
either directly or indirectly, the contents of the Application.
The Licensee shall not, nor attempt to, alter or remove any proprietary rights
or copyrights notice or identification which indicates the Licensor‘s
ownership of the Application.
The Licensee shall not create any derivative works or other works that are
based upon or derived from the Application in whole or in part.
The Licensor retains the sole and exclusive ownership of all rights,
title and interest in and to the Application and all intellectual
property rights relating thereto.
5. End-User Generated Content
5.1
Some Applications enable the Licensee to enter content
that will be stored on the User Device on which the Application is installed
(such content shall be referred to hereinafter as the “End-User Generated
Content”). Licensee is solely responsible for Licensee’s use, storage and disclosure
of the End-User Generated Content. Licensee may only use the End-User Generated
Content responsibly, in a manner consistent with the exercise of good judgment.
The Application may permit the Licensee to enter, copy, edit End-User Generated
Content that constitutes non-public personal information of individuals other
than the Licensee; the Licensee shall not use, store or disclose any such
information without the express consent of the individual to whom it relates. If
Licensee is having difficulty deciding whether Licensee’s intended use is
appropriate, or whether Licensee needs written permission, or whether other
legal issues should be considered, the Licensor strongly encourages Licensee to
seek competent legal counsel. The Licensor will not assist Licensee in making
this determination, nor can the Licensor provide Licensee with legal advice as
to intellectual property rights or privacy laws.
5.2
Licensee may only use End-User Generated Content which
belongs to Licensee and will not violate the rights of others therein. The
Licensor will not edit or monitor any and all Content; Licensee therefore
assumes exclusive responsibility for the monitoring thereof. Licensee may not
use the Application in conjunction with content that is illegal, obscene, indecent,
defamatory, incites racial or ethnic hatred or violates the rights of others,
or is in any other way objectionable.
5.3
Licensee is responsible for independently verifying
the accuracy and completeness of Licensee’s contents (e.g. any technical
illustrations or diagrams for operation guides, parts catalogs, schematics,
writing diagrams, assembly instructions, maintenance manuals, architectural
presentations or other materials the Licensee creates and/or modifies using the
Application).
5.4
If Licensee or Licensee’s attorney determines that
Licensee is required by law to obtain written permission to use portions of the
End-User Generated Content, Licensee must request permission for reproduction,
redistribution, or modification of the Content from the appropriate owner of
the subject materials (as may be cited in the Application). If, on the other
hand, Licensee or Licensee’s attorney determines it is permissible to proceed
and include End-user Generated Content from the Licensed Software, the Licensor
asks Licensee to correctly designate the Licensor trademark(s) when referring
to the Licensed software in the notice or copyright portion of Licensee’s
paper, project, or product.
6. Licensee data and information
Licensee agrees that Licensor may use Licensee
data and information in order to provide and improve the Application, its
features, and user experience and analyze its use. Licensee data means data of
the usage of the Application as well as End-User Generated Content.
7. Transfer
Unless otherwise authorized or necessary for back-up purposes, the Application and the license
herein granted shall not be copied, shared or transferred, distributed,
re-sold, offered for re-sale, transferred or sub-licensed in whole or in part.
8. Limited Warranty and Disclaimer
8.1
The Licensee hereby agrees on it being solely
responsible for selecting and installing the Application and that the Application may
not satisfy all requirements or may not be free from defects.
8.2
The Licensor specifically does not warrant that the Application
will operate uninterrupted or error free. The Application is provided “as is” without any
representation, warranty or condition by the Licensor of any kind, express or
implied, including, without limitation, any warranty or condition of
merchantability, merchantable quality, durability or fitness for a particular
purpose or title or non-infringement and those arising by statute or otherwise
in law or from a course of dealing or usage of trade. No oral or written
information or advice given by the Licensor or its respective employees,
agents, suppliers or distributors will create a warranty. The Licensor does not warrant,
guarantee or make representations regarding the use, or the results of use of
the Application in terms of correctness, accuracy, reliability, currentness or
otherwise. If such disclaimer of representations, warranties and conditions is
not permitted by law, the duration of any such implied warranties or conditions
is limited to ninety (90) days from the date of delivery.
8.3
The Application may contain “open source” materials
(e.g., any software subject to open source, copyleft, GNU general public
license, library general public license, lesser general public license, Mozilla
license, Berkeley software distribution license, open source initiative
license, MIT, Apache or public domain licenses, or similar license). The
Licensor makes no warranties with respect to open source materials contained in
the Application.
9. Exclusion of Damages; Limitation of Liability; Indemnification
9.1
To the extent allowed by law, neither the Licensor nor its vendors and Third-Party Licensors shall
be liable for special, incidental, punitive, indirect or consequential damages
arising from this EULA or the Licensor’s Application, including, but not
limited to lost profits, lost savings, or damages arising from loss of data or
loss of use, even if the Licensor or its vendors or Third-Party
Licensors have been advised of the possibility of such damages. The Licensor
reserves the right to update, replace or repair the Application at its discretion;
such repair or replacement in no way reflects an admission of any liability in
whole or in part.
9.2
The maximum liability of the Licensor and its vendors and Third-Party Licensors arising out
of this EULA or the sale or license of the Licensor’s Application or the download,
installation or use thereof, whether based upon warranty, contract, tort or
otherwise, shall not exceed the actual payment made by Licensee to the Licensor during the last 12 months for the Licensor’s Application,
preceding the event giving rise to the claim.
9.3
Licensee shall indemnify, hold harmless, and defend the Licensor and the Licensor’s agents,
representatives and suppliers from all claims, damages, attorneys’ fees, costs, expenses and lawsuits that arise from, or result from, Licensee’s use or distribution of any and all End-User-Generated Content and its use of the Application.
10. Liability towards Consumers
10.1
The Licensor’s liability shall be excluded, except for the following cases:
injury to life, limb or health;
in the absence or omission of a warranted characteristic or non-compliance with a guarantee;
intentional or grossly negligent acts and/or omissions;
10.2
In the event of a breach of material contractual obligations (cardinal obligations), the Licensor
shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the consumer’s claims for damages are based on injury to life, limb or health.
10.3
The limitations of liability stated above shall not apply insofar as the Licensor has fraudulently
concealed the defect or has assumed a guarantee for the quality of the Application.
The same applies insofar as the parties have reached an agreement on the
quality of the Application. The provisions of the Product Liability Act shall remain unaffected.
10.4
The statutory warranty rights for defects shall apply.
10.5
An additional guarantee for the Applications delivered by the Licensor only exists if this
was expressly given.
11. Installation, Support & Training
11.1
Installation, support and training are neither included in the license/license costs, nor will the
Licensor pay the Licensee’s costs associated with them, unless otherwise agreed.
Support and training may be provided as an additional paid service.
12.Updates
12.1
For the purposes hereof, “Update” means a new version of the Application containing
technical modifications, updated information, altered functionality, or any other changes that are intended by Licensor to improve or to add, delete or otherwise modify any aspect of the Application.
12.2
The Licensee is entitled to receive free Updates for minor versions (e.g. version x.1, x.2, etc.) as they become available.
Level EULA or has purchased an annual Application Update.
12.3
The Licensor may add new functions or delete original functions in the Update Software or Upgrade Software.
12.4
Application Updates and/or Content Updates may be provided via the Application or on the Licensor websites.
12.5
Once an Update has been released, the Licensor may cease service or support for prior versions,
without any notice to Licensee.
13. Modifications
13.1
Licensor may provide
Licensee with Application Updates and/or Content Updates from time to time at
no charge during the Term of this EULA. The Licensor may, at its sole
discretion, decide if Licensee can get Application Updates free of charge or if
the Licensee has to pay for the Updates.
13.2
If the Application receives
an Update to a previous version, Licensee must possess a valid License to the
previous version in order to continue the use of the updated version.
13.3
This License does
not permit the Licensee to obtain and use an Application Upgrade and/or a new
Application version. Any update provided by the Licensor to Licensee is made on
a License exchange basis such that Licensee agrees, as a precondition for
receiving an Update, that Licensee will terminate all of Licensee’s rights to
use any previous version of the Application. However, Licensee may continue to
use the previous version only to assist in transitioning to the updated
version.
14. Infringement
The Licensee acknowledges and agrees that, in the event of a third party claim
that the Application or the Licensee’s possession or use of the Application
infringes a third party’s intellectual property rights, the Licensee (not the Licensor)
will be responsible for the investigation, defense, settlement and discharge
of any such claim of intellectual property infringement. The Licensee agrees
that under such circumstances they will notify the Licensor of such claim in writing.
15.
Term and Termination
15.1
The term of this EULA depends on the chosen purchase or subscription model. If the Licensee
chooses to purchase a lifetime license, the Licensee may use the Application until
terminated. If the Licensee chooses to purchase a license for a specific period
of time, the Licensee can only use the Application during the specific period.
The License will be terminated automatically or otherwise cease to be effective
if you fail to comply with any term(s) or condition(s) of this EULA. You shall de-install,
destroy and cease using the Software, together with all copies thereof,
immediately after the termination of the License.
15.2
Subject to the terms and conditions stipulated herein, the Licensor is entitled
to terminate this EULA effective if Licensee commits a material breach of any of
its obligations under this EULA which is not capable of remedy. Termination of
this EULA shall not affect any rights, obligations or liabilities of either
party which have accrued before termination or which are intended to continue
to have effect after termination.
July
2022