Viu More Software and Service End-User License Agreement
END-USER LICENSE AGREEMENT
VIU MORE SOFTWARE AND SERVICE END-USER LICENSE AGREEMENT
By signing these terms, clicking on a device “I agree” or when you install and use the Software under license or during the free evaluation period you acknowledge that you have read the Agreement and understand it, and agree to be bound by its terms. If you act on behalf of a company or other entity, you warrant that you are duly authorized to enter into this Agreement on behalf of that company or other entity. If you did not obtain this copy of the Software legally and through purchase, immediately delete the Software from your system and destroy any copies. If you are aware of any individuals or entities who are using the Viu More Software in a government, business, or nonprofit environment, or who have acquired the Software in any illegal manner, please advise us by emailing firstname.lastname@example.org or calling +32 9 239 57 21.
PLEASE READ THIS EULA CAREFULLY BEFORE AGREEING IT TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA YOU ARE NOT PERMITTED TO USE THE SOFTWARE.
"Device" means a desktop computer, laptop or mobile smart device;
"Documentation" means the documentation for the Software produced by Viu More and delivered or made available by Viu More to the User;
"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;
"Software" means the mobile applications and their related documentation provided by Viu More and also software and related documentation used to support these mobile applications or provide content for this applications;
"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
"User" means the individuals or entities who are using the Viu More Software in a government, business, or nonprofit environment to whom Viu More grants a right to use the Software under this EULA, also often referred to as “Customer” in this agreement;
- License Grant
Depending on the product, Viu More grants licenes under the form of a one-time license fee, monthly Software as a Service fee and Pay per Use fee. These fees will be further defined in this EULA as ‘License’ and grants the User a revocable, non-exclusive, non-transferable, limited right to install and use the Software on a single Device controlled by the User, and to access and use the Software on such Device strictly in accordance with the terms and conditions of this License, the Usage Rules and any service agreement associated with the User’s Device (collectively "Related Agreements").
The granted license pertaining to the Software may not be sublicensed to, commercially distributed or shared with any other party without the prior written consent of Viu More. This Agreement does not grant the User any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, functions or licenses in respect of the Software.
The User may install and use copies of the Software, up to, but not to exceed, the number of licenses granted by the purchase agreement. The number of granted licenses determines on how many devices the Software maximum can be installed. Requests for additional copies and installations can be made by contacting Viu More Sales channel.
Free Trial and Evalution Software
Viu More sometimes provides the User Free Trial and Evaluation Software with limited content and/or functionallity. The User may install and use one copy of the Software on his device. The User may use the Software only to demonstrate and internally evaluate it. The Free Trial Software will stop running 30 days after registration. Specific upfront agreements with the Viu More Sales department makes it possible to extend this amount of days. The license rights granted under this agreement are limited to the agreed days commencing after registration the Software There are technological measures in this Free Trials Software that are designed to prevent unlicensed use of the Software. Viu More will use those measures to confirm the User has a legally licensed copy of the Software. If the User is not using a licensed copy of the Software, he is not allowed to use the Software
In the event the User choses to purchase, install, use or access any of the Software products available from Viu More, the User may be required to provide certain registration information to Viu More and accept the Viu More End User License Agreement. In consideration of the User’s access to the Software, the User represent that he is of legal age to form a binding contract. The User also agrees to provide true, accurate,current, and complete information about hisself. If the User provides any information that is untrue, inaccurate, not current, or incomplete, Viu More has the right to suspend or terminate the registration and refuse any and all current or future use of the Software.
Right to Audit
Viu More has the right, with reasonable notice the User, to audit the User’s use of the Software to assure compliance with the terms of this Agreement and any other agreements between the parties relating to the software. If an audit reveals the User has underpaid fees to Viu More, the User shall be invoiced for such underpaid fees based upon Viu More’s price list in effect at the time the audit is completed. The User shall pay Viu More an additional fee of 25% of the applicable unpaid fee disclosed by the audit. If the underpaid fees exceed 5% of the license fees previously paid by the User, then the User shall also pay Viu More’s reasonable cost of conducting the audit.
Written Licenses and Order of Precedence
In the event of a conflict between the terms and conditions of this License and any written, negotiated or, if clearly intended to supersede this EULA, by Viu More and the User governing the use of the Software, such written license shall control.
- Restriction on use
The User shall use the Software strictly in accordance with the terms of the Related Agreements and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Software; (c) violate any applicable laws, rules or regulations in connection with the Users’s access or use of the Software; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Viu More or its affiliates, partners, suppliers or the licensors of the Software; (e) use the Software for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the Software available over a network or other environment permitting access or use by multiple Devices or users at the same time; (g) use the Software for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Viu More; (h) use the Software to send automated queries to any website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of Viu More or other intellectual property of Viu More in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Software. (j) exporting the Software into any country that does not have copyright laws that will protect the copyright of Viu More and any third party software vendors from whom its licensing rights derive; (k) combining any portion of the Software with any other software, source codes, data, databases or technologies without the express written permission of Viu More; or (l) make copies of the Software prior to a written approval from Viu More to make any additional copies. (m) Use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury;
Without in any way limiting the foregoing, Customer agrees that it will not misuse the Services in any way. By way of example, Customer must not, and must not attempt to do the following: (i) probe, scan, or test the vulnerability of any system or network; (ii) breach or otherwise circumvent any security or authentication measures; (iii) access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services the Customer has not been invited to; (iv) interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services; (v) access or search the Services by any means other than Viu More’s publicly supported interfaces (for example, "scraping"); (vi) send unsolicited communications, promotions or advertisements, or spam; (vii) send altered, deceptive or false source-identifying information, including "spoofing" or "phishing"; (viii) promote or advertise products or services other than these from the Customer without appropriate authorization; (ix) abuse Viu More referrals or promotions to get more minutes available than deserved; (x) abuse the Services in a manner that circumvents the Customer’s minutes available limits; (xi) sell the Services or Services accounts via unauthorized channels; (xii) use automated or other means to create accounts in bulk or to access the Services other than by using Viu More’s official interface and/or APIs; (xiii) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or (xiv) violate the law in any way including storing, publishing or sharing material that's fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.
- Updates, Enhancements, Upgrades, Support and/or Maintenance
This section describes Viu More’s General Service, Support and Maintenance Agreement. Specific upfront agreements with the Viu More Sales department can be made to deviate from this general agreement which results in a specific Service, Support and Maintenance Agreement between the User and Viu More.
General Service, Support and Maintenance Agreement (SSMA)
Updates are included. The User is not entitled to any enhancements, upgrades or modifications to the Software or any support or maintenance services unless he has entered into an agreement for such services (SSMA). Viu More may modify the Software (including degradation of features or performance) at any time and may require the User to upgrade to such modified Software in order for the User to continue using the Software. Viu More, at its sole discretion, will determine type, frequency, and notification parameters for updates or upgrades of the Software and the Software Documentation.
When working with a License fee model, a SSMA has a standard duration of 3 years, starting when the Software is been registered and which ends after 3 years without a notification. Specific upfront agreements with the Viu More Sales department makes it possible to change the standard duration of the SSMA. When working with a License fee model, payments needs to be performed upfront on a yearly base.
Viu More may suspend the provision of the Updates, Enhancements, Upgrades, Support and/or Maintenance Services if any amount due to be paid by the User to Viu More under this EULA is overdue, and Viu More has given to the User at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the SSMA on this basis.
If Viu More stops or makes a good faith decision to stop providing Updates, Enhancements, Upgrades, Support and/or Maintenance Services in relation to the Software to its customers generally, then Viu More may terminate the SSMA by giving at least 90 days written notice of termination to the User. Viu More refunds to the User any upfront paid charges proportionally to the months that Updates, Enhancements, Upgrades, Support and/or Maintenance Services will not be provided any more.
- Intelleactual Property Rights
Rights to Software
The User acknowledges and agrees that the Software and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Viu More. Furthermore, the User acknowledges and agrees that the source and object code of the Software and the format, directories, queries, algorithms, structure and organization of the Software are the intellectual property and proprietary and confidential information of Viu More and its affiliates, licensors and suppliers. Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code. Except as expressly stated in this License, the User is not granted any intellectual property rights in or to the Software by implication, estoppel or other legal theory, and all rights in and to the Software not expressly granted in this License are hereby reserved and retained by Viu More.
Third Party Software.
The Software may utilize or include third party software that is subject to open source and third party license terms ("Third Party Software"). The User acknowledges and agrees that the User’s right to use such Third Party Software as part of the Software is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to the User’s use of the relevant Third Party Software. In no event, shall the Software or components thereof be deemed to be "open source" or "publically available" software.
The User is not authorized to use Viu More’s trademark in any advertising, publicity or in any other commercial manner without the prior written consent of Viu More, which may be withheld for any or no reason.
The User and Viu More acknowledges and agrees that, in the event of a third party claim that the Software or the User’s possession or use of the Software infringes any third party's intellectual property rights, the User (and not Viu More) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement. The User will, however, promptly notify Viu More in writing of such a claim.
- Sublicensing , Restrictions on transfer and Derivative Works
The User may not rent, lease, lend, sublicense or transfer the Software, this License or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. If the User unlawfully creates any derivative work based on the Software, then Viu More will be the owner of all such derivative works (and all intellectual property rights relating thereto) and any proceeds or profits derived therefrom by the User.
- Use of Information
Consent to Use Information
The User hereby authorize and consent to the collection, storage and use, by Viu More and its affiliates, partners and agents, of any information and data related to or derived from the Users’s use of the Application, and any information or data that the User provide to Viu More and its affiliates, partners and licensors ("Information"). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and data: search requests, search results, patterns, checklist and work execution information and any data and suggestions based on user actions. Notwithstanding the foregoing, the User shall not provide or disclose and the Information shall not include any information or data that is personally identifiably to the User. While the Information will be treated as being non-confidential and nonproprietary, and while Viu More assumes no obligation to protect confidential or proprietary information from disclosure, Viu More will take no initiative to distribute the information to others.
In the course of building and using the Software, the User may provide Viu More with personal data. This refers to information about the User that can be used to contact or identify the User, and information and content needed to properly use the Software that may be connected with the User (“Personal Data”).
Personal Data is or may be used for the following purposes: (a) to provide and improve the Software, Content, Services and other features and content offered by Viu More, (b) to administer the use of the Software, (c) to fulfill requests the User may make, (d) to provide or offer software updates and product announcements, and (e) to provide the User with further information and offers from Viu More that we believe the User may find useful or interesting, including newsletters, marketing or promotional materials and other information on services and products offered by Viu More. If the User decides at any time that he no longer wish to receive any such communications, he can follow the “unsubscribe” instructions provided in any of the communications sent to the User. Viu More does not share, sell, rent, or trade personal data with third parties.
- Third Party Content and Services
The User acknowledges that the Software permits access to products, services, web-sites, recommendations, advice, information, and materials created and provided by content partners, vendors and other third parties ("Third Party Content and Services").
The User acknowledges that Viu More does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Software). Furthermore, The User’s access to and use of the Third Party Content and Services is at the User’s sole discretion and risk, and Viu More and its affiliates, partners, suppliers and licensors shall have no liability to the User arising out of or in connection with the User’s access to and use of the Third Party Content and Services. Viu More hereby disclaims any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services.
Third Party Terms of Service
The User acknowledges and agrees that the User’s access to and use of the Third Party Content and Services and any correspondence or business dealings between the User and any third party located using the Software are governed by and require the User’s acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, the User acknowledges and agrees that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. The User assumes all risks arising out of or resulting from the User’s transaction of business over the Internet and with any third party, and the User agrees that Viu More and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, the User acknowledges and agrees that the User is not being granted a license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein.
The User acknowledges and agrees that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by Viu More or its affiliates of such Third Party Content and Services. Viu More reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Software, although Viu More has no obligation to restrict or deny access even if requested by the User.
The User understands that by accessing and using the Third Party Content and Services, the User may encounter information, materials and subject matter (i) that the User or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, the User agrees to use the Third Party Content and Services at his sole risk and that Viu More and its affiliates, partners, suppliers and licensors shall have no liability to the User for information, material or subject matter that is found to be offensive, indecent, or objectionable.
Use of Third Party Content and Services.
The User agrees that the Third Party Content and Services contain proprietary information and material that is owned by Viu More and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that the User will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third Party Content and Services. No portion of the Third Party Content and Services may be reproduced in any form or by any means. The User agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Content and Services, in any manner, and the User shall not exploit the Third Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. The User agrees that he will not use any Third Party Content and Services in a manner that would infringe or violate the rights of any other party, and that Viu More is not in any way responsible for any such use by the User.
- Terms and Termination
This Agreement is effective unless and until terminated by either the User or Viu More. The User may terminate this Agreement at any time. This License will terminate immediately without notice from Viu More if the User fails to comply with any provision(s) of this Agreement. Upon termination, the User must uninstall, remove, and delete all copies and installations of the Software. Upon termination of this Agreement, the pertinent sections and paragraphs of this Agreement related to a subsequent breach of this Agreement by the User will survive the termination of the Agreement.
- Disclaimer of Warranties and Limitation of Liability
ALL SOFTWARE, SOFTWARE DOCUMENTATION AND INFORMATION PROVIDED TO THE USER PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS, WITH ALL FAULTS". VIU MORE DOES NOT PROVIDE ANY WARRANTIES WHATSOEVER, INCLUDING THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, OR THAT THE SOFTWARE, SOFTWARE DOCUMENTATION, INFORMATION, OR OTHER MATERIALS SUPPLIED PURSUANT TO THIS SECTION WILL FULFILL ANY OF THE USER’S PARTICULAR PURPOSES OR NEEDS. VIU MORE SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED. IN NO EVENT WILL VIU MORE OR ANY THIRD PARTY FROM OR TO WHOM VIU MORE HAS OBTAINED OR GRANTED MARKETING RIGHTS BE LIABLE TO THE USER OR TO ANY OTHER PARTY FOR (I) ANY LOSS OF TIME, REVENUES, PROFITS, OR GOODWILL, OR (II) ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE USE OF, THE INABILITY TO USE, OR THE MISUSE OF THE SOFTWARE OR ANY THIRD PARTY SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VIU MORE SHALL NOT BE LIABLE FOR ANY NON-AUTHORIZED ACCESS BY THE USER OF THE SOFTWARE TO INFORMATION SOURCES OR FOR THE NON-AUTHORIZED ACCESS TO DOCUMENTS OR WEB PAGES OF A NETWORK OR WEB SITE, INCLUDING THEIR TRESPASSING. VIU MORE SHALL ALSO NOT BE LIABLE FOR THE INTERRUPTION OR THE SLOWDOWN OF THE SERVICES OF A NETWORK OR WEB SITE SERVER THAT MAY BE POTENTIALLY CAUSED BY THE USER OF THE SOFTWARE.
IN NO EVENT SHALL VIU MORE BE LIABLE TO THE USER OR TO ANY OTHER PARTY FOR KEYWORDS OR ANY OTHER DATA COLLECTION AND USE BY WEB-BASED SEARCH ENGINES FOR SEARCHES CONDUCTED BY THEM THROUGH THE SOFTWARE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIU MORE’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIVE DOLLARS ($5.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The User shall indemnify, defend and hold harmless Viu More and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) The User’s access to or use of the Software or Third Party Content and Services; (ii) The User’s breach of this License; (iii) The User’s violation of law; (iv) The User’s negligence or willful misconduct; or (v) The User’s violation of the rights of a third party, including the infringement by the User of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License.
- Injunctive relief
The User agrees that if the he utilizes or otherwise use any of the Software in an unauthorized manner, or breach any terms or conditions of this Agreement, that such use or breach would have a devastating and serious impact on Viu More’s continuing ability to compete profitably and would, therefore, result in immediate and irreparable loss or damage to Viu More. The User agrees that in such event, in addition to Viu More’s right to recover damages for a breach of this Agreement, Viu More would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction to prevent the User, his employees, agents, consultants, or independent contractors from engaging in any further use of the Software or the continued breach of this Agreement.
Viu More does not warrant that the Software will be compatible or interoperable with The User’s Device or any other piece of hardware, software, equipment or device installed on or used in connection with the User’s Device. Furthermore, the User acknowledge that compatibility and interoperability problems can cause the performance of the User’s Device to diminish or fail completely, and may result in permanent damage to the User’s Device, loss of data located on the User’s Device, and corruption of the software and files located on the User’s Device. The User acknowledges and agrees that Viu More and its affiliates, partners, suppliers and licensors shall have no liability to the User for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
- Product Claims
The User acknowledges that the User (not Viu More) is responsible for addressing any third party claims relating to The User’s use or possession of the Software, and agrees to notify Viu More of any third party claims relating to the Software of which the User become aware. Furthermore, the User hereby releases Viu More from any liability resulting from the User’s use or possession of the Software, including, without limitation, the following: (a) any product liability claims; (b) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (c) any claim arising under consumer protection or similar legislation.
- Export Controls
The User may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. The User represents and warrants that he is not located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, or listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. The User also agrees that he will not use the Software for any purposes prohibited by United States law and any local Law governing the User’s residence, the location of the User’s technology and the Software utilization.
- About this Agreement and Interpretation
No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
This Agreement may not be varied except by a written document signed by or on behalf of each of the parties. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.
In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
- Governing Law
This License shall be deemed to take place in the State of BELGIUM and shall be governed by and construed in accordance with the laws of the State of BELGIUM, excluding its conflicts of law principles. Any disputes arising from this License shall be adjudicated in the courts of the City of GHENT. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, of which the Software is expressly excluded.
Notices should be sent to:
Viu More NV