End user agreement for ezViz Office
ezViz Software License - General Terms and Conditions
These terms and conditions (the “Terms”) apply to software provided by ezViz Inc., a company duly incorporated in the state of Delaware (”Licensor”) to the party purchasing and using the Software (“Licensee”).
By installing the Software, the Licensee agrees to be bound by these Terms. If the Licensee does not agree to these Terms, the Software may not be installed or used, and all Software items must be promptly returned for a full refund.
1.1 Licensor grants the Licensee a perpetual, non-exclusive and non-transferable license to use the Software in accordance with the provisions of these Terms (the “License”).
1.2 Unless otherwise agreed, the Software may be used on only one (1) computer. The primary user of the computer on which the Software is installed may make a second copy for his or her exclusive use on a portable computer. “Use” shall mean loaded in temporary memory or permanent storage on the computer. Installation on a network server solely for distribution to other computers shall not constitute use.
1.3 Licensee shall not have the right to use the Software except as specifically permitted under these Terms, and may not improve, modify, reverse engineer, decompile, disassemble, amend or create derivative works of the Software without the express prior written consent of Licensor. The Software may not be completely or partially copied, except as provided for in mandatory law.
1.4 The Licensee shall not be entitled to sell, sub-license or assign the Software irrespective of whether or not the Software is integrated with and into Licensee's products, technology or intellectual property.
2. No Warranty
2.1 The Software is licensed ‘As IS' without any warranties. Licensor does not warrant that the Software will meet the Licensee's requirements or that operation of the Software will be free of errors and/or interruptions.
2.2 To the maximum extent permitted by applicable law, Licensor disclaims all other warranties with regard to the Software, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose, title or non-infringement.
3. Intellectual property rights
3.1 The Software is licensed, not sold. All intellectual property rights in and to the Software, and any modifications, upgrades and enhancements thereto and all accompanying and associated materials are owned by Licensor.
3.2 Neither Party has any right to use any of the other Party's trademarks or other intellectual property rights without the prior written consent by the other Party.
3.3 Further prior written consent from Licensee, Licensor shall have the right to refer to Licensee as a user of Licensor's Software for marketing purposes only.
4. Personal information and Privacy
4.1 Prior to downloading the Software, Licensee is required to submit certain information pertaining to the Licensee, including personal data such as the name of the Licensee's contact person. Such information is collected and processed by the Licensor for the purpose of fulfilling its obligations during the handling and administration of payments and customer relations, including accounting, billing and audit, credit and other payment card verification, security and support.
4.2 All processing of personal data is performed in compliance with local directives on data protection. Licensor will not sell, share, or otherwise distribute any personal data to third parties.
4.3 The Licensee hereby gives it consent to the Licensor‘s processing of personal data as described in this Section 4. Any requests for access to, or corrections of, personal data held by Licensor, shall be e-mailed to Licensor's data protection officer at info@ezViz.biz.
5. Limitation of liability
5.1 WITHOUT PREJUDICE TO CLAUSES 6.2 THE LICENSOR'S MAXIMUM LIABILITY FOR ANY LOSS SUFFERED BY THE LICENSESS IN CONTRACT, COMMON LAW, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER ARISING IN RELATION TO THESE TERMS SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL PRICE PAID BY THE LICENSEE UNDER THES TERMS.
5.2 NOTHING IN THIS CLAUSE 5 OR ANY OTHER PROVISION OF THESE TERMS SHALL LIMIT THE LIABILITY OF THE LICENSEE IN RELATION TO DEATH OR PERSONAL INJURY CAUSED BY THE LICENSEE'S NEGLIGENCE, WILLFUL MISCONDUCT OR FOR FRAUD.
5.3 IN NO EVENT WILL THE LICENSEE BE LIABLE TO THE CUSTOMER FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR HOWSOEVER, OR FOR LOSS OF PROFITS, ECONOMIC LOSS, LOSS OF GOODWILL OR ANTICIPATED SAVINGS, OR ANY LOSSES ARISING FROM THE LOSS OF DATA.
6. Prices and Payment
6.1 Licensee shall pay the fees as set forth on the webstore. Despite Licensor's best efforts, items on its webstore may be mispriced. If an item's correct price is higher than Licensor's stated price, Licenses will, at its discretion, either contact Licensee for instructions before shipping or cancel Licensee's order and notify Licensee of such cancellation.
6.2 All fees are payable in advance and are exclusive of applicable customs duties, sales, use, service, value added or like taxes.
7. Maintenance and Support
7.1 After the first year, Maintenance and new releases of the Software shall be subject to a separate agreement between the parties.
8.1 The Licensee undertakes to treat as confidential and keep secret all information con¬tained or embodied under these Terms.
9.1 In addition to any other remedy available at law or in equity, either party may terminate these Terms immediately, without further obligation to the other party, in the event of any breach of these Terms by the other party that is not remedied within thirty (30) days' written notice of such breach. In the event of termination for Licensee's breach, all unpaid fees, including any future fees during the remainder of the term of these Terms shall be immediately due and payable upon notice.
9.2 Promptly upon termination of these Terms for any reason, Licensee shall uninstall and remove all copies of the Software, documentation and all other material relating to the Software.
10. International users
10.1 The Software is developed and sold by the Licensor from its offices in the US. Licensor makes no warranty or representation that the Software is legal, non-infringing or otherwise appropriate for use at locations outside the US. Licensees at locations outside the US are responsible for compliance with all local laws, including applicable export restrictions.
11. Export restrictions
11.1 Licensee may not export, use or transmit the Software in violation of any export control laws of the US or any other country.
12. Intellectual property rights indemnity
12.1 Licensor shall indemnify the Licensee from and against all claims, proceedings, damages, costs and expenses arising from the infringement by the use of the Software of any intellectual property right of third parties.
12.2 In the event of any claim being made or proceeding brought against the Licensee arising out of matters referred to in this Clause 9, the Licensee shall notify Licensor thereof who and shall at its own expense conduct all negotiations for the settlement of the same, and any litigation that may arise therefrom. The Licensee shall not make any admission or attempt to compromise any such claim. The Licensee shall give all assistance to Licensor in such matters as Licensor shall reasonably request.
12.3 If the Software becomes or is likely to become the subject of a proceeding or claim of copyright or other Intellectual Property Right infringement, Licensor shall, in its sole discretion and at its own expense, either:
12,3,1 obtain for the Licensee the right to continue to use the Software;
12.3.2 replace or modify the Software so that it becomes non-infringing; or
12.3.3 terminate these Terms immediately by notice in writing to the Licensee and refund any of the License Fee paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee's use of the Software to the date of termination) on return of the Software and all copies thereof.
12.4 Licensor will have no liability under this Clause 9 for:
12.4.1 any infringement arising from the combination of the Software with other products not supplied by Licensor;
12,4,2 the modification of the Software unless the modification was made or approved expressly by Licensor;
12.4.3 supplying the Licensee with any information, data, service or applications assistance.
12.5 In no circumstances will Licensor be liable for any costs or expenses incurred by the Licensee without Licensor's written authorisation and the foregoing states the exclusive remedy of the Licensee in respect of any patent, design right, trade secret or copyright infringement by the Software.
These Terms constitute the entire agreement between the parties. Each party confirms that it has not relied upon any representation not recorded in this document inducing it to enter into these Terms. If any of the provisions or part of a provision of these Terms is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions or provision will not be prejudiced unless the substantive purpose of these Terms is then frustrated, in which case either party may terminate these Terms forthwith on written notice. No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach. The Customer may not assign these Terms or any licenses granted under these Terms or any benefits or interests arising under these Terms without the prior written consent of Licensor. All notices which are required to be given hereunder shall be sent to the registered address of the party in question. Neither party shall be liable to the other for failure to perform its obligations under these Terms if such failure is a direct result of circumstances beyond the reasonable control of the party in default. This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else. These Terms is governed by and interpreted under the laws of the State of New York, without regard to any provisions of New York law which would require the application of the substantive law of another jurisdiction.