VISAGE MOBILE AGENT
END USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. DOWNLOADING, INSTALLING OR USING THIS VISAGE MOBILE OR VISAGE MOBILE-SUPPLIED SOFTWARE (“SOFTWARE”) CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE DEVICE THAT CONTAINS THIS SOFTWARE, YOU ARE BINDING YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN VISAGE MOBILE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
Visage Mobile hereby grants to you a nonexclusive and nontransferable license to install the Software solely on the present mobile device (“Device”) owned by your employer (“Employer”). You understand and agree that the Software will collect and transmit to Visage Mobile and/or your Employer information concerning the Device and your use of the Device, including without limitation, information concerning your use of mobile carrier plans(s), voice plans, data plans, SMS plans, networks, downloads, subscriptions and other transactions conducted by you on or through the Device, including information that you may consider personal or private, or that may be considered personal and private by law, including without limitation, information considered “customer proprietary network information” as defined by the Telecommunications Act of 1996 as thereafter amended (collectively, “User Information”). You hereby authorize Visage Mobile and your Employer to exchange, use, disclose and transmit User Information as necessary for (i) Visage Mobile to perform services for your Employer, (ii) your Employer to enforce its employee mobile device policies and procedures; (iii) your employer to seek or purchase appropriate plans for your Device consistent with Employer’s policies or procedures; and (iv) for other legitimate business purposes, including the preparation and commercialization of “aggregate customer information” as defined in the Telecommunications Act of 1996 as hereafter amended. In consideration for the rights granted by Visage to you to use the Software, you hereby unconditionally release Visage Mobile from any and all liability related to the foregoing uses of User Information, including in connection with any disciplinary action, termination or other claim which you may have against your Employer as a result of the use of the Software and collection and transmittal of User Information to your Employer or other third parties at your Employer’s direction.
This is a license, not a transfer of title, to the Software, and Visage Mobile and its licensors retain ownership the Software. Rights not expressly granted to you are reserved and prohibited by Visage Mobile and its licensors. The Software is the confidential information of Visage Mobile and may not be disclosed to third parties. This Agreement and the license granted herein shall remain effective until terminated. Your rights under this Agreement will terminate immediately without notice from Visage Mobile if you fail to comply with any provision of this Agreement. Upon termination, the Software must be immediately and permanently uninstalled. All confidentiality obligations and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.
You have permission to view the documents, information and reports viewed in the Visage Service (the “Documents”) through your browser and download and print the Documents for personal or private, non-commercial use provided that you agree: (1) to include both the copyright notice identified below and this permission notice on the Documents; (2) not to sell or transfer for consideration the Documents for anyone’s benefit; (3) not to copy, post, publish, broadcast, or perform any portion of the Documents on any network computer or any web site in any media; and (4) not to modify any of the Documents.
The Software is a “commercial item,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4. Notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, any Government end user will acquire, the Software with only those rights set forth in this Agreement.
THE SOFTWARE IS PROVIDED EXCLUSIVELY ON AN “AS IS” BASIS WITHOUT WARRANTIES, SUPPORT, OR INDEMNITIES OF ANY KIND. VISAGE MOBILE AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL VISAGE MOBILE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF VISAGE MOBILE OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Visage Mobile’s or its suppliers’ or licensors’ liability to you, whether in contract, tort (including negligence), breach of warranty, or otherwise, exceed $50.
This Agreement is subject to the laws of the State of California, without reference to or application of choice of law rules or principles, and you hereby consent and agree to the exclusive venue and personal jurisdiction of the state and federal courts located in San Francisco, California, related to any claim arising out of this Agreement. The United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained in any other document between you and Visage Mobile, which terms are excluded from and have no effect on this Agreement.