Veridocs Software License Agreement
This Software License Agreement is made by and between You (as defined below) and Veridocs, Inc., a Nevada corporation (“Veridocs”). This Software License Agreement and any order forms or sales orders for Software issued by Veridocs are referred to collectively herein as this “Agreement.”
This Agreement constitutes a binding contract between You and Veridocs (together, the “Parties” and individually, each a “Party”). BY CLICKING THE “I ACCEPT” BUTTON BELOW, BY ACCEPTING THE TERMS OF THIS AGREEMENT THROUGH AN ORDER FORM THAT INCORPORATES THIS AGREEMENT, AND/OR BY USING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE “I DECLINE” BUTTON BELOW AND DO NOT USE THE SOFTWARE. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND “YOU” AND “YOUR” AS USED HEREIN SHALL REFER TO SUCH ENTITY.
THIS AGREEMENT IS EXPRESSLY CONDITIONED UPON THE PROVISIONS CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU OR ON YOUR BEHALF, WHETHER IN A PURCHASE ORDER OR OTHERWISE, ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN BY VERIDOCS.
1. CERTAIN DEFINITIONS. As used in this Agreement:
a. "You" and "Your" refer to any person or entity licensing the Software and Documentation being provided by Veridocs in conjunction with this Agreement.
b. “Software” means the software provided to You along with this Agreement, along with any related upgrades, updates, fixes or plug-ins provided by Veridocs.
c. “Documentation” means the documentation relating to the Software provided by Veridocs, if any.
Subject to the terms and conditions of this Agreement, Veridocs grants to You a non-exclusive, non-transferable, non-sublicenseable license to use the Software and related Documentation as set forth herein. As set forth in the applicable order form or sales order, such license shall be for the specified subscription term. In either case, such license shall be subject to Your payment of the applicable license or subscription fee (as determined by Veridocs and set forth in the applicable order form or sales order).
All rights not expressly granted under this Agreement are reserved by Veridocs and its licensors and/or suppliers (as applicable).
You may make and maintain one copy of the Software and Documentation for emergency and backup purposes. In addition, You may also make reasonable copies of the Documentation to support Your users at the Licensed Location(s). All permitted copies of Software and Documentation must (a) be exact copies of the originals as provided by Veridocs, and (b) include all copyright or other proprietary notices, as well as all notices concerning third-party rights and any restrictions on use, contained in the originals.
You acknowledge that Veridocs may have incorporated into the Software and/or Documentation intellectual property owned by third parties (collectively, “Third Party Intellectual Property”), and You agree that Your right to use the Software and Documentation containing Third Party Intellectual Property may be subject to the rights of such third parties and limited by additional licensing terms concerning such Third Party Intellectual Property. Your express agreement to such additional licensing terms may be required before You can access and use certain Third Party Intellectual Property. Without limiting the foregoing, You acknowledge that the Software may include or use open source software. Such open source software is subject to the terms of the applicable open source license agreements and, to the extent not in conflict with such agreements, the terms and conditions of this Agreement. Please refer to the "Acknowledgments" section of the online version of the Documentation for the licensing information of Third Party Intellectual Property, including open source software.
You acknowledge that Veridocs and its licensors and/or suppliers (as applicable) retain all right, title and interest in and to the Software and Documentation and all copies thereof regardless of the form or media in or on which they may exist. You acknowledge and agree that You do not acquire any right, title or interest in or to any of the Software or Documentation, except as a licensee pursuant to the terms and conditions of this Agreement. You acknowledge and agree that portions of the Software, including without limitation the source code, constitute or contain trade secrets of Veridocs or its licensors, as applicable.
3. LICENSE RESTRICTIONS.
The Software and the Documentation may be used solely for Your internal use solely by Your officers and employees. You will not, and will not permit others to: (a) use the Software other than as set forth in the Documentation or this Agreement; (b) copy the Software or Documentation, except as expressly permitted in this Agreement; (c) use the Software or Documentation other than as expressly permitted in this Agreement; (d) use the Software in a service bureau or time-sharing environment (including without limitation using the Software to provide third parties a service consisting solely of the collection and entry of data into the Software); (e) modify, disassemble, reverse engineer, decompile, translate or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software or the Documentation (or any portions thereof); (f) sell, assign, transfer, sublicense, lease, pledge, rent or otherwise share Your rights under this Agreement; (g) create any derivative works based upon the Software or Documentation; (h) modify, obscure or remove any product identification or proprietary notices on the Software, the Documentation or copies thereof; (i) except as specified in the applicable Documentation, modify or incorporate the Software into or with other software, or (j) use the Software or Documentation in violation of any applicable law, regulation or rule.
4. MAINTENANCE AND UPGRADES.
Veridocs has no obligation under the terms of this Agreement to provide You with any technical support or maintenance for the Software except as provided for in a separate Statement of Work, Master Service Agreement, or other contract. You acknowledge that the Software includes application and database files which are updated periodically through an auto-updater feature of the Software. This feature requires an Internet connection which allows for connectivity with Veridocs’ (or its suppliers’) servers, which You are responsible for maintaining at your own expense. Veridocs and its suppliers shall have no liability arising from the failure of the database from updating because of Your inability to connect to such servers.
In the event that a document is scanned and results in an “unknown” or “failed” result, a copy will be kept on Your server to be transferred to Veridocs for further investigation. This information will be used to troubleshoot and determine if there is a faulty scanner, a potential training issue, or if there is a need to adjust or modify the document library templates. The document will not be used for any other purpose. The Developer’s toolset will have access to certain documents for the purpose of troubleshooting and enhancing the document template library. These documents will only be used to ensure the document type, and various features of the document. Any documents reviewed will be considered Confidential Information and treated as such per this agreement.
5. YOUR USE OF THE SOFTWARE.
Under no circumstances will Veridocs or any of its licensors or suppliers be responsible for any loss, damage or liability arising out of Your use of the Software, including any mistakes or other errors made by You as a result of Your use of the Software.
You agree to maintain all security regarding Your Software account ID, password, and connectivity with the Software. If Your account ID or password is stolen or otherwise compromised, and used for malicious purposes, You are responsible for all unauthorized use of the Software.
6. TERM AND TERMINATION.
This Agreement shall begin upon the earlier of Your acceptance of this Agreement or Your use of the Software and shall continue until (a) in the case of Your licensing the Software on a subscription basis, the expiration of the applicable subscription term; or (b) the date on which this Agreement is terminated by Veridocs as permitted in this Agreement
Upon the termination of the term of this Agreement by Veridocs for any reason, Your use of the Software may be completely disabled. You acknowledge that the Software may include technological means of determining Your compliance with this Agreement, and disabling the Software in the event of Your breach or the termination of this Agreement. Veridocs may terminate this Agreement immediately, without judicial intervention or prior notice to You, if You fail to comply with any term of this Agreement. In the event of termination, You shall immediately cease using the Software and Documentation, and You shall (a) remove and destroy any copies of the software from memory and/or other storage in Your computer systems, and (b) at Veridocs’ request, provide Veridocs with certification from an officer of Your organization that You have complied in full with this Section.
7. LIMITED WARRANTY.
Veridocs warrants that upon Your receipt of the Software and for a period of ninety (90) calendar days thereafter, the media, if any, provided by Veridocs on which the Software is embedded will be free of defects in material and workmanship under normal use. Veridocs does not warrant that (a) the Software will be free of defects, (b) the Software will satisfy all of Your requirements, or (c) the use of the Software will be uninterrupted or error-free.
In case of breach of warranty related to the quality of the media, You must return at Your expense and no later than 10 days after the expiration of the warranty period, the Software to Veridocs together with a copy of dated proof of purchase. Veridocs or its representative will replace any defective media, or if not practicable, may terminate this Agreement and refund to You the amount paid for the applicable Software. You acknowledges that this Section sets forth an exclusive remedy for You and Veridocs’ exclusive liability for any breach of warranty or other duty related to the quality of the Software.
8. LIMITATION OF LIABILITY.
EXCEPT FOR THE WARRANTY SET OUT ABOVE, OR OTHERWISE EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH VERIDOCS, ALL WARRANTIES, TERMS, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY VERIDOCS, ITS LICENSORS OR REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY LAW. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES WILL VERIDOCS OR ITS LICENSORS OR REPRESENTATIVES OR RESELLERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THOSE OF CUSTOMER CUSTOMERS (INCLUDING BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), WHETHER ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, OR ANY OTHER CAUSE OF ACTION OR THEORY. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH VERIDOCS OR ITS LICENSORS OR RESELLERS MAY INCUR IN ANY ACTION OR PROCEEDING, EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC SOFTWARE GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. EXPORT RESTRICTIONS
You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
10. GOVERNMENT RIGHTS.
The Software and Documentation are "Commercial Items" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States.
You may not assign or otherwise transfer any of Your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Veridocs, and any such attempt to do so shall be null and void. The rights and liabilities of the parties hereto will bind and inure to the benefit of their permitted, respective successors, executors and administrators, as the case may be.
12. GOVERNING LAW; VENUE.
This Agreement is made in accordance with and shall be governed and construed under the laws of the United States of America and the State of Nevada, excluding its conflicts of laws provisions, and without regard to the provisions of any federal or state enactment of the Uniform Computer Information Transactions Act. The parties expressly agree that the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. The court of proper jurisdiction located in or nearest to Las Vegas, Nevada shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
13. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of Veridocs and You.