VIEVU VERIPATROL Software License Agreement in effect as of October 30, 2017
PLEASE READ THIS VERIPATROL SOFTWARE LICENSE AGREEMENT CAREFULLY (the “AGREEMENT”). BY DOWNLOADING THE SOFTWARE AND/OR CLICKING “AGREE” OR THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU AGREE TO THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THESE TERMS.
IF YOU DO NOT WISH TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BECOME A PARTY THERETO, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE AND ANY RELATED DOCUMENTATION PROVIDED WITHIN THIRTY (30) DAYS OF RECEIPT. ALL RETURNS ARE SUBJECT TO VIEVU’S THEN-CURRENT RETURN POLICY.
This Agreement is between You (“You”, “Your” or “User”) and VIEVU, LLC, a Washington limited liability company (“VIEVU”). The proprietary VERIPATROL Software including the executable computer program(s) and associated documentation and any other files that may accompany the camera product (collectively, the “Software”) is licensed, and not sold, to You and may only be used in accordance with the terms and conditions of this Agreement.
1. License Grant. Subject to the terms and conditions of this Agreement, and your payment of any applicable fees to VIEVU set forth in an order (“Order”), VIEVU hereby grants to You a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to download and install in accordance with the documentation one (1) copy of the Software on one (1) VIEVU brand body camera owned and controlled by User, subject to the restrictions stated below:
a) Restrictions. User must not violate any applicable laws in its use of the Software. Further, except where expressly provided in this Agreement, User must not:
(i) Publish, disclose, display, copy, distribute or make available the Software to any third party, and User may not sublicense, transfer or assign the Software or User’s rights under this Agreement to any third party;
(ii) Modify or create derivatives of the Software;
(iii) Reverse engineer, decompile or disassemble the Software;
(iv) Use the Software in a manner that would be competitive with VIEVU products or for purposes of competing with VIEVU products;
(v) Make more than one copy of the Software (which copy may be used solely for archival purposes) and one copy of the Software (which copy may be used solely for backup purposes),
(vi) Install or use any permitted copy of the Software other than if and for so long as is necessary to supplement the functionality of an inoperable original version of the Software and, provided, further, that Licensee uninstalls and otherwise deletes such inoperable copy of the Software; or
(vii)Remove, minimize, block, or modify any, logos, titles, trademarks, copyright or patent notices, watermarks, disclaimers or other legal notices that are included in the Software, whether or not they are VIEVU’s or a third party’s.
b) Your use of the Software must also be in accordance with any applicable documentation that accompanies the Software, or provided on-line, and not in any manner that circumvents such documentation or the intent of this Agreement.
2. Acceptance Date. “Acceptance Date” shall mean the date of purchase and payment of any applicable License Fees and acceptance of these terms and conditions.
3. License Fees. In consideration of the license(s) granted hereunder, User agrees to pay VIEVU its standard License Fees. Use of Software with LE5 or LE5 LITE cameras requires the purchase of a package that includes the Software for each such LE5 or LE5 Lite camera.
4. Software Support. For a period of six (6) months from the Acceptance Date (the “Six Month Support Period”), User shall be entitled to phone support available from 0800 to 1800 Pacific Standard Time on Monday through Friday only, at no additional cost. Further, during the Six Month Support Period, maintenance upgrades and bug fixes will be provided at no additional cost. For any Software Support after the Six Month Support Period, You may be required to purchase separately any such upgrades, maintenance, technical or other services for the Software.
5. License Term; Termination and Expiration. This License is effective from the date of acceptance and payment of License Fees. The License term will be perpetual, unless terminated earlier pursuant to the provisions herein. This License is conditioned on You complying with the terms and conditions of this Agreement. Failure to comply with the terms and conditions of this Agreement shall be deemed a material breach and this Agreement will automatically terminate immediately thereon without any prior notice. Upon termination of this Agreement, the License granted herein will terminate and You must immediately cease all use of the Software and destroy all copies of the Software unless VIEVU has demanded that you return the Software in lieu of any destruction.
6. Intellectual Property Rights. This Software contains copyrighted material, trade secrets and other proprietary information of VIEVU. This Software and any other intellectual property furnished now or hereafter by VIEVU to You shall be and remain the exclusive property of VIEVU and its licensors, subject to the license rights granted to You in this Agreement. You acknowledge that the Software provided by VIEVU under this Agreement incorporates trade secrets of VIEVU and its licensors. You shall use the highest standard of diligence to protect the confidentiality of the Software, but in no event exercising not less than reasonable care, and shall prohibit the unauthorized access to, use or duplication of the Software in its possession.
7. Warranty Disclaimer. The Software is provided “AS IS” and VIEVU makes no warranty or guarantee as to its use or performance and does not warrant or guarantee the operation of the Software will be fail safe, uninterrupted or free from errors or defects or that the Software will protect against all possible threats. You acknowledge that VIEVU makes no express, implied, or statutory warranty of any kind with respect to the Software including any warranty with regard to performance, merchantability, non-infringement or fitness for any particular purpose.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL VIEVU BE LIABLE FOR ANY LOSSESS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS PROFITS, OR LOSS OF GOODWILL. REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT AND/OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL VIEVU’S AGGREGATE LIABILITY EXCEED THE LESSER OF THE PURCHASE PRICE OR THE TOTAL AMOUNT PAID TO VIEVU FOR THE SOFTWARE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM EVEN IF VIEVU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
No provision in this Agreement shall exclude or limit in any way your liability of any breach of VIEVU’s intellectual property rights in the Software.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.
10. Export Controls. You acknowledge that the Software may be subject to US export regulations. You shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported. You shall not export the Software to any individual, entity or country prohibited by applicable law or regulation.
a) Non-Assignment. Neither party may assign or transfer this Agreement to a third party, nor delegate any duty, except that the Agreement may be assigned, without the consent of the other part, as part of a merger, or sale of all or substantially all of the business or assets, of a party.
b) Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by this Agreement.
c) Notices. All notices to VIEVU shall be provided to the following address:
1100 Olive Way #1300
Seattle WA 98101
Attention: Legal Department
d) Entire Agreement. This Agreement, including all documents incorporated by reference, and any Order, represents the entire agreement between the parties and expressly supersedes and cancels any other communication or representation, whether oral or written, on the subject herein. No amendment, waiver, or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representatives. This Agreement shall benefit and be binding upon the parties hereto and their respective successor and assigns. If any provision of this Agreement shall be held unenforceable or in conflict with any law or regulation, the validity of the remaining portions of this Agreement shall not be affected thereby.