END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENET (“AGREEMENT”) WITH VISAGE MOBILE, INC. A DELAWARE CORPORATION WITH A PRINCIPAL PLACE OF BUSINESS AT 3528 N. Hackett Avenue, Milwaukee, WI 53211 (“VISAGE”) GOVERNS YOUR ONGOING USE OF THE MOBILITYCENTRAL APPLICATION (“APPLICATION”). BY USING THE APPLICATION YOU ARE ACKNOWLEDGING THAT YOU UNDERSTAND AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU MAY NOT USE THE APPLICATION. You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on March 22, 2016.
- 1.1 Provisioning of Application. Visage will host the Application and may update the functionality and user interface of the Application from time to time in its sole discretion as part of its ongoing mission to improve the Application and customers’ use of the Application.
- 1.2 Your Responsibilities. You are responsible for compliance with the terms of this Agreement and for your use of the Application. You agree that you will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Application available to any third party, (ii) use the Application to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third party privacy rights; (iii) send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (iv) attempt to gain unauthorized access to the Application or its related systems or networks; (v) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Application; (vi) access the Application for the purpose of building a similar or competitive product or service (vii) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Application or any part thereof or otherwise attempt to discover any source code or modify the Application.
- 1.3 Temporary Suspension. Visage monitors all use of the Application for the security and operational purposes. Visage may temporarily suspend your access to the Application in the event you are engaged in, or Visage in good faith suspects you are engaged in, any unauthorized conduct (including any violation of the terms of this Agreement, any applicable law or third party right). Visage will attempt to contact you prior to or contemporaneously to such suspension, provided, however, that Visage’s exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. You agree to (i) notify Visage immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Visage immediately and use reasonable efforts to stop immediately any copying or distribution of Subscriber Data that is known or suspected by you as being unlawful or unauthorized; and (iii) not impersonate another user or provide false identity information to gain access to or use the Application. You agree that Visage shall not be liable to you or to any Affiliate or other third party if Visage exercises its suspension rights as permitted by this Section.
- PROPRIETARY RIGHTS
- 2.1 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Visage reserve all rights, title and interest in and to the Application including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Visage, if any, appearing on any Application or Documentation.
- 2.2 Suggestions. Visage shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Applications any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Application. You acknowledge and agree that any Application incorporating such suggestions, enhancement requests, recommendations or other feedback shall be the sole and exclusive property of Visage and all such recommendations shall be free from any confidentiality restrictions that might otherwise be imposed upon Visage.
- LIMITATION OF LIABILITY
- 3.1 Limitation of Liability. You are not entitled to receive damages from Visage for any cause relating to this Agreement, to your use of the Application, or to any services provided by any third party in connection with your use of the Application. In addition, in no event will you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Visage or with the distribution, operation, development, or performance of the Application or any other Visage products.
- 3.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VISAGE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF (OR ANY INABILITY TO USE) THE APPLICATION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL VISAGE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
- 3.3 Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VISAGE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND ON THE APPLICATION, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN THE PARTIES.VISAGE WILL HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO CUSTOMER’S USE OF THE PRODUCT OR THE DOCUMENTATION. VISAGE DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.
- GENERAL PROVISIONS
- 4.1 Governing Law. California law will govern this Agreement and the transactions it contemplates, without reference to rules regarding conflicts of law.
- 4.2 Severability. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way.
- 4.3 No Assignment. You may not assign this Agreement or any of the rights granted by Visage hereunder, in whole or in part, without the prior written consent of Visage, and any attempt to do so will be void. This Agreement will be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.
- 4.4 Acknowledgement and Exclusivity. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VISAGE, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VISAGE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, ALL OF WHICH ARE EXPRESSLY MERGED HEREIN. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES. NO ACT, DOCUMENT, USAGE OR CUSTOM WILL BE DEEMED TO MODIFY OR AMEND THIS AGREEMENT IN ANY WAY