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This End User License Agreement (“Agreement”) is a legally binding contract between the end user (“User” or “You”) and Videri Inc. (“Company”). By installing, accessing, or using the Software (as defined below), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.
1.1 Ownership.
The Software is licensed, not sold. The Software, including all copies, is owned by Company and is protected by intellectual property laws.. Company reserves any and all rights, implied or otherwise, which are not expressly granted to you hereunder.
1.2 License Grant.
Upon payment of applicable fees, Company grants you a non-exclusive, non-transferable, non-sublicensable limited license to install and use the Software solely for your internal business purposes during the term specified in the applicable ordering document and subject to any territory restrictions stated therein. You may not use the Software for any other purpose without Company’s prior written consent.
1.3 Restrictions.
You agree not to (and will not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software, including any mechanism used to provide the Software (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Software; (iii) copy (except for archival purposes), rent, lease, commercially exploit, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software; (iv) post, upload, or otherwise store or transmit through the Software any data or other content that is obscene, pornographic, threatening, harmful, or otherwise violates this Agreement or the rights of others; (v) use the Software (1) for the benefit of a third party, (2) to build a competitive product or service, or (3) in violation of any applicable laws, rules and regulations; (vi) upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer, handheld, mobile or communications system, network, device or data (collectively, “Malware”) to the Software; (vii) interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Software or violate the regulations, policies or procedures of such networks; (viii) access (or attempt to access) the Software by means other than through the interface that is provided by Company; and (ix) remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Software.
1.4 Your Obligations.
You will use reasonable measures to safeguard the security of any credentials issued by Company or registered by you for access to the Software in order to prevent unauthorized access to the Software and shall notify Company promptly of any such unauthorized access or use that you become aware of. You shall be responsible for compliance with this Agreement by any person or entity you allow to access the Software on your behalf. You agree that you will comply with applicable laws, rules and regulations in performance of your obligations hereunder, including any use of the Software.
1.5 Your Information.
You represent and warrant that all data and information to be serviced and/or processed by the Software, or otherwise reasonably necessary for your use of, and Company’s provision of, the Software, and that is provided to Company by you or accessed by Company at the direction of you for the purposes set forth under this Agreement (together, “User Information”) was lawfully acquired without violating the rights of any parties. If Company receives any notice or claim that any User Information, or activities hereunder with respect to any User Information, infringes or violates the privacy or intellectual property rights of a third party or the terms of any restriction on such User Information to Company, Company may (but is not required to) suspend activity hereunder with respect to that User Information upon reasonable belief that such suspension is required to mitigate Company’s potential damages therefrom, provided that, in each case, Company shall give you as much notice as is commercially practicable under the circumstances (whether prior notice, when possible, or after-the-fact notice when not possible) and that the parties shall cooperate in good faith to address such suspension.
1.6 Updates.
Company may provide updates, patches, and bug fixes to the Software, which are considered part of the Software and subject to the terms of this Agreement. You agree to promptly install any updates provided by Company.
2.1 Hardware Warranty.
Videri warrants that hardware products will be free from defects in materials and workmanship under normal use during the applicable warranty period as specified in the respective product documentation or warranty cards. If Videri determines a product to be defective within the applicable warranty period, it will repair or replace the defective product or refund the purchase price at its sole discretion.
2.2 SaaS Warranty.
Videri warrants that the Software will perform substantially in accordance with Videri’s published specifications during the subscription term. Videri’s obligation under this warranty is limited to using commercially reasonable efforts to correct any reproducible programming errors or defects in the Software that are reported during the subscription term.
2.3 Exclusions.
The warranties provided do not cover defects arising from misuse, neglect, unauthorized modifications, or third-party products. Custom modifications or enhancements to the Software are also excluded unless expressly covered under a separate agreement.
2.4 Disclaimer.
EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, (I) COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR ANY OTHER SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR ANY SUCH SERVICES, AND (II) THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
3.1 Automatic Renewal
Unless you provide notice of your intent not to renew at least thirty (30) days before the end of the current subscription term, your subscription to the Software will automatically renew for an additional term equal in duration to the expiring subscription term, at the then-current rates. You will be charged for the renewal on the first day of the renewal term, and all payments are non-refundable except as required by applicable law or expressly provided in this Agreement.
3.2 Opt-Out of Auto-Renewal
You may opt out of auto-renewal by providing written notice via email or physical mail to Videri, or by contacting your authorized reseller. If you provide notice to your reseller, it is the responsibility of the reseller to notify Videri of your intent to opt out. The opt-out must be received at least thirty (30) days before the end of the current subscription term to prevent automatic renewal. If notice is not received within this time, your subscription will be renewed as described in Section 3.1.
3.3 Cancellation by User
You may cancel your subscription to the Software at any time by providing written notice to Videri or your authorized reseller. Upon cancellation, you will continue to have access to the Software until the end of your current subscription term, and you will not receive a refund for any prepaid fees. Upon the expiration of the current term, your access to the Software will be terminated.
3.4 Cancellation by Videri
Videri reserves the right to terminate or suspend your subscription immediately if:
In the event of termination due to a breach of this Agreement, you will not be entitled to a refund of any prepaid fees.
3.5 Effect of Cancellation
Upon cancellation or termination of your subscription, your right to access or use the Software will immediately cease. Any data or content you have submitted during the subscription term may be deleted after a reasonable period, unless otherwise required by law or specified in a separate agreement. Videri is not liable for any damages or losses resulting from the termination or expiration of your access to the Software.
4.1 Direct Orders.
If you place an order directly with Company, you are responsible for the payment of all applicable fees and for compliance with the terms of this Agreement.
4.2 Orders through Resellers.
If you place an order through an authorized reseller, the reseller is responsible for providing you with the applicable terms of sale, including payment terms and delivery of the Software. However, your use of the Software is still subject to this Agreement, and you are responsible for ensuring that your use complies with its terms.
5.1 Ownership of Intellectual Property
All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and any other proprietary rights in the Software, the accompanying documentation, and any updates, modifications, or enhancements (collectively, “IP Rights”) are and shall remain the exclusive property of Videri and its licensors. This Agreement does not grant you ownership of any IP Rights in the Software.
5.2 Custom Application Development
Any custom application development services provided by Videri, including the creation of custom features, functionality, or integrations specific to your requirements, shall be governed by a separate agreement, such as a Statement of Work (SOW). Unless explicitly stated otherwise in the separate agreement, all IP Rights in any custom code, modifications, or enhancements developed by Videri remain the exclusive property of Videri.
5.3 License to Custom Code
If custom development services are provided, Videri grants you a non-exclusive, non-transferable license to use the custom code solely in connection with the Software for your internal business purposes, subject to the terms of this Agreement and any applicable Statement of Work. You are not granted ownership of any custom code, nor the right to sublicense, transfer, or assign any IP Rights in the custom code, unless expressly provided for in writing by Videri.
5.4 Derivative Works
You shall not create or attempt to create any derivative works of the Software or any custom code provided by Videri unless expressly authorized in writing. Any unauthorized modifications or derivative works shall be deemed a breach of this Agreement, and all IP Rights in such modifications or derivative works shall vest in Videri.
5.5 Feedback
You may provide feedback, suggestions, or ideas regarding the Software or custom development services (“Feedback”). You agree that Videri is free to use, disclose, reproduce, license, distribute, and otherwise exploit any Feedback you provide without any obligation or restriction based on intellectual property rights or otherwise.
6.1 No Access to Source Code.
The source code for the Software is not licensed under this Agreement. You are not entitled to access, view, or modify the source code, and you are prohibited from reverse engineering, decompiling, or disassembling the Software.
7.1 Term.
This Agreement is effective until terminated. The license granted under this Agreement is valid for the subscription period specified in the ordering document.
7.2 Termination by Company.
Company may terminate this Agreement immediately upon notice if you breach any term of this Agreement. Upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession or control.
7.3 Survival.
The following provisions of this Agreement shall survive any expiration or termination of this Agreement: 1 (Ownership and License Grant), 2 (Warranties and Disclaimers), 3 (Auto-Renewal and Cancellation), 5 (Custom Application Development and Intellectual Property), 6 (Source Code), 7.3 (Survival), 8 (Limitation of Liability), 9 (Export Compliance), 10 (Service Level Agreement), 10 (Data Privacy and Security), and 12 (Governing Law and Language). These provisions will remain in effect to the fullest extent necessary to enforce the rights and obligations of the parties.
8.1 Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL VIDERI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF VIDERI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
8.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIDERI’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO CLAIMS RELATED TO WARRANTY BREACHES OR FAILURE TO MEET SLA COMMITMENTS, SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID TO VIDERI FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO SUCH PAYMENTS HAVE BEEN MADE, VIDERI’S LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100).
8.3 Exclusions from Limitation
The limitations in Sections 8.1 and 8.2 do not apply to liability arising from (a) death or personal injury caused by gross negligence or willful misconduct, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited by applicable law.
8.4 No Liability for Certain Causes
VIDERI SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM:
(a) YOUR FAILURE TO COMPLY WITH ANY APPLICABLE INSTRUCTIONS OR DOCUMENTATION PROVIDED BY VIDERI;
(b) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SOFTWARE BY THIRD PARTIES;
(c) YOUR COMBINATION OF THE SOFTWARE WITH PRODUCTS, SOFTWARE, OR SERVICES NOT PROVIDED OR APPROVED BY VIDERI;
(d) ANY CORRUPTION, DESTRUCTION OR OTHERLOSS OR DAMAGE TO YOUR DATA THAT RESULTS FROM YOUR ACTIONS OR FAILURE TO FOLLOW INDUSTRY BEST PRACTICES FOR DATA PROTECTION AND BACKUP.
8.5 Exclusive Remedy
THE REMEDIES PROVIDED IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY FAILURE OF THE SOFTWARE OR FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT. NO OTHER RIGHTS OR REMEDIES SHALL BE AVAILABLE TO YOU.
You agree to comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) to ensure that the Software is not exported, directly or indirectly, in violation of Export Laws, or used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
Videri agrees to use commercially reasonable efforts to maintain an uptime availability of the Software of 99.9% during each calendar month, excluding periods of scheduled maintenance, emergency maintenance, or events outside of Videri’s control. Videri will provide reasonable advance notice of scheduled maintenance. This uptime commitment is a target goal, and failure to meet this target will not entitle you to any refunds, credits, or other compensation unless otherwise specified in a separate agreement.
11.1 Data Collection.
By using the Software, you acknowledge and agree that Videri may collect and process certain data, including but not limited to personal information, usage data, and technical data regarding your devices, systems, and interactions with the Software. This information may be collected automatically or provided by you when registering for or using the Software.
11.2 Data Use.
Videri will use the data collected to provide and improve the Software, enhance security, and support our legal and contractual obligations. We may also use aggregated and anonymized data for the purpose of operating the Software, for analytical purposes, and for marketing the Software to other similar users (including without limitation, for purposes of improving, testing, operating, promoting and marketing Company’s current and future products and services). Company is and will remain the sole and exclusive owner of all right, title and interest in and to all aggregated anonymized data, including all intellectual property rights related thereto, and may freely use all such during the term of this Agreement and thereafter.
11.3 Compliance with Data Protection Laws.
Videri complies with all applicable data protection laws, including the General Data Protection Regulation (GDPR) for Users in the European Union, and other relevant privacy regulations in North America, the UK, Dubai, and Australia. You agree that you are responsible for complying with all applicable data protection regulations concerning your use of the Software, including obtaining any necessary consents for the processing of personal data.
11.4 Data Security.
Videri takes reasonable technical and organizational measures to protect your data from unauthorized access, disclosure, alteration, or destruction. Videri’s safeguards will comply with all law applicable to it; generally recognized and implemented standards for similarly-situated vendors in its industry; and the current version of any Videri information security policy. However, you acknowledge that no method of transmission over the internet or method of electronic storage is completely secure, and we cannot guarantee the absolute security of your data.
11.5 Third-Party Services.
The Software may integrate with third-party services or platforms, and the use of these services may be subject to their respective privacy policies. Videri is not responsible for the privacy practices or the content of such third-party services. We recommend that you review the privacy policies of any third-party services you use in conjunction with the Software.
11.6 Data Transfers.
As Videri operates globally, your data may be transferred to and processed in countries outside of your jurisdiction, including countries that may not have the same data protection laws as your home country. By using the Software, you consent to such transfers, provided that Videri ensures adequate protections are in place to safeguard your data, in line with applicable data protection regulations.
11.7 Data Retention.
Videri will retain your data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable law. Upon termination of your use of the Software, we may continue to retain and use your data as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
11.8 Your Rights.
Depending on your location, you may have certain rights concerning your personal data, including the right to access, correct, delete, or restrict the use of your personal data. To exercise these rights, please contact us at legal@videri.com. We will respond to your requests in accordance with applicable laws.
11.9 Amendments.
Videri may update this Data Privacy and Security section from time to time in response to changes in legal, technical, or business developments. We will provide notice of any significant changes, and continued use of the Software following such changes will constitute your acceptance of those
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of New York, USA, and you hereby consent to the personal jurisdiction of such courts. Solely with respect to breaches of the Confidentiality section, each party shall have the right to pursue injunctive or other equitable relief at any time from any court of competent jurisdiction.
12.2 Governing Language
This Agreement has been drafted in the English language, and the English version of this Agreement shall control in the event of any conflict or discrepancy between the English version and any translation. All communications, notices, and documentation related to this Agreement and its performance shall be in English.
13.1 User Indemnification
You agree to indemnify, defend, and hold harmless Videri, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
· Your use of the Software in violation of this Agreement or any applicable law or regulation;
· Any breach of this Agreement by you, including any warranties or representations made herein;
· Any content, data, or materials provided by you that infringe the intellectual property rights, privacy rights, or any other rights of a third party;
· Your gross negligence, fraud, or willful misconduct in connection with your use of the Software.
13.2 Videri Indemnification
Videri agrees to indemnify, defend, and hold you harmless from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of any claim brought by a third party alleging that your use of the Software, as permitted by this Agreement, infringes upon any copyright, patent, trademark, trade secret, or other intellectual property rights of that third party. If the Software becomes or, in Company’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Company may, at its option (1) obtain for you the right to continue using the Software or (2) replace or modify such Software so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to Company, then it may (3) terminate this Agreement upon written notice to you and issue a refund for any prepaid amounts for unused portions of the subscription term stated in the ordering document.
13.3 Indemnification Procedure
The indemnified party shall:
· Promptly notify the indemnifying party in writing of any claim for which it seeks indemnification, provided that any failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party has been prejudiced by such failure;
· Provide the indemnifying party with reasonable cooperation and assistance in the defense or settlement of the claim, at the indemnifying party’s expense;
· Allow the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any material obligation or liability on the indemnified party without its prior written consent, which shall not be unreasonably withheld.
13.4 Exclusions
Videri will have no liability to indemnify you under Section 13.2 if the claim arises from:
Neither party shall have any responsibility to defend or indemnify the other party for any claims under the foregoing sections to the extent the claim otherwise subject to indemnification results from the gross negligence, willful misconduct or breach of this Agreement by the indemnified party.
13.5 Exclusive Remedy
This Section 13 sets forth your sole and exclusive remedy, and Videri’s entire liability, for any claims of intellectual property infringement or breach of third-party rights arising out of the use of the Software.
14.1 Entire Agreement.
This Agreement constitutes the entire agreement between you and Company with respect to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. All waivers, amendments and modifications to this Agreement must be in a writing signed by both parties, except as otherwise expressly provided herein.
14.2 Force Majeure.
We are not liable for any failure to deliver the Products or services arising from circumstances outside our control, including an Act of God, war, riot, sabotage, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, government action or regulations, pandemic, epidemic, quarantine, or other public health emergencies, delay by suppliers, accidents, and shortage of materials, labor, or manufacturing facilities.
14.3 Assignment.
You may not assign this Agreement or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Company. Any attempted assignment in violation of this section shall be null and void. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party shall have any authority of any kind to bind the other party in any respect whatsoever.
14.4 Waiver.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
14.4 Confidentiality.
“Confidential Information” means all financial, business, operational, marketing or technical information disclosed by or for a party in relation to this Agreement whether disclosed in tangible, written, oral or electronic form, that is of a nature that should reasonably be considered to be confidential and proprietary. Without limitation, (a) all non-public product, pricing and technical information related to the Software shall be treated as Company’s Confidential Information, and (b) all User Information shall be deemed your Confidential Information for purposes of this section. Confidential Information expressly excludes any information to the extent that a receiving party can demonstrate such information is (a) already rightfully known by it without restriction prior to receipt from the disclosing party, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (c) generally available to the public without breach of this Agreement, or (d) independently developed by the receiving party without reference to or use of any of the disclosing party’s Confidential Information. Except for the specific rights expressly granted by this Agreement, the receiving party shall not use, copy or disclose any of the disclosing party’s Confidential Information without disclosing party’s prior written consent. The receiving party shall use the disclosing party’s Confidential Information solely for the purpose of exercising its rights and performing its obligations hereunder. The receiving party shall only disclose Confidential Information to its affiliates, employees, contractors, agents, potential financing sources, attorneys and accountants (“Representatives”) who have a need to know for the purposes of this Agreement and are bound by substantially similar confidentiality obligations and shall use reasonable care to safeguard the disclosing party’s Confidential Information. Each party shall be responsible for any breach of confidentiality by its Representatives, as applicable. Promptly upon the disclosing party’s request at any time, the receiving party shall either return all of the disclosing party’s tangible Confidential Information or permanently erase all Confidential Information in electronic form and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Neither party will be obligated to erase Confidential Information contained in an archived computer system backup made in accordance with such party’s backup, security and/or disaster recovery procedures, provided that such archived copy will (i) eventually be erased or destroyed in the ordinary course of such party’s data processing procedures, and (ii) will remain fully subject to the obligations of confidentiality stated herein. Nothing herein shall prevent a party from disclosing this Agreement or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, the receiving party shall use commercially reasonable efforts to (i) promptly notify the disclosing party in writing of such requirement to disclose, and (ii) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.
14.6 Notice.
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person or by certified mail, return receipt requested, or by a nationally recognized courier service, to the address provided by the parties.
14.7 Severability.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
