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This End-User
License Agreement ("Agreement") is a legal contract between
You ("Either an individual or, if purchased or otherwise
acquired by or for an entity, an entity") and vePortal, LLC
("Company or Vendor") for the software product ("vePortal"),
which includes computer software and, as may be applicable,
associated media, printed materials, and "online" or
electronic documentation ("Software"). vePortal, LLC,
respectively own all rights and titles to the trade secrets,
patents, copyrights and other proprietary rights in and to
the Software and all copies thereof (including, without
limitation, any images, photographs, animations, video,
audio, music, text, and "applets" incorporated into the
Software), and the accompanying media and printed materials,
which are protected by U.S. Laws and international treaty
provisions.
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING
THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND
TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE
TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE
AND EXIT NOW.
License Terms
The Software ("vePortal") creates and manages virtual
private servers ("VPS") configured on computer systems
("Servers"), creates/restores backups of the virtual private
servers, and controls/allocates resources to such.
In order to function, the Software requires a validation
license ("vePortal License") issued by the Vendor to You
hereinafter referred to as the "License" or being
"Licensed".
Following acceptance of this Agreement, You may install the
Software on one (1) Server. For each License issued by
Vendor to You, at any given time, only one instance of the
Software may exist. You may install and use the Software
only on the Licensed server. You may not install or use the
Software on any other servers other than the Licensed
server. In order to install and use the Software on servers
other than the Licensed server, you will need to obtain a
separate License for each additional server. You may receive
the Software in more than one medium but you shall only
install or use one medium. Regardless of the number of media
you receive, you may use only the medium that is appropriate
for the Licensed Server on which the Software is to be
installed. You may receive the Software in more than one
platform but you shall only install or use one platform.
If you have changed information for your License, or if you
are installing the Software on a different computer other
than the one you first installed it on, please contact the
Vendor for license modification, or update your license
settings in the Vendor's client licensing interface.
If using a demo version of the Software, You may not alter
or otherwise change the License to avoid expiration of the
trial period.
You may not install the Software on computer hardware that
you do not own, or for which you do not have sole
possession, custody, and control.
You agree that the Vendor may audit your use of the Software
for compliance with these terms at any time, upon reasonable
notice. In the event that such audit reveals any use of the
Software by you other than in full compliance with the terms
of this EULA, you shall reimburse the Vendor for all
reasonable expenses related to such audit in addition to any
other liabilities you may incur as a result of such
non-compliance. You agree that the Vendor may use
technological means to monitor your use of the Software and
you hereby consent to such technological means as may be
necessary to monitor your use of the Software without notice
by the Vendor.
Product Activation and Authentification. The licensing
rights granted under this Agreement may be limited after you
first install the Software unless you supply information
required to activate your Licensed copy in the manner
described during the setup sequence of the Software. You may
need to activate the Software through the use of the
Internet or telephone ("Product Activation"); toll charges
may apply. The Software contains technological measures that
working in conjunction with computer systems operated by the
Vendor, are designed to prevent unlicensed or illegal use of
the Software ("License Verification System"). The License
Verification System allows the Vendor to (among other
things) monitor your use of the Software, ensure that the
Software is only used for the Licensed Server, and terminate
use of the Software upon the expiration or termination of
the licenses granted under this EULA (as the case may be).
You agree that the Vendor may use those measures to disable
access to and the use of the Software by You or any Third
Party Users of your Licensed server. You agree not to
thwart, interfere or block the operation of any aspect of
the License Verification System. Product activation and use
of the Software requires the exchange of information between
the Licensed server and the Vendor's License Verification
System.
If your Terms of Purchase provides for an Educational
License, Non-Profit License or Trial License, you may not
use the Software for any commercial purposes. Availability
of these licenses is at the sole discretion of the Vendor
and subject to change. If your Terms of Purchase provides
for a Trial License, you may only use the Software to review
and evaluate the Software during said trial period.
The Vendor reserves the right to deny Non-Profit,
Educational Licenses, or Trial licenses to companies that
promote, host, or are associated with websites that violate
or discriminate against race, color, religious creed, sex,
national origin, ancestry, citizenship status, pregnancy,
childbirth, physical disability, mental disability, age,
military status or status as a Vietnam-era or special
disabled veteran, marital status, registered domestic
partner or civil union status, gender (including sex
stereotyping and gender identity or expression), medical
condition (including, but not limited to, cancer related or
HIV/AIDS related) or sexual orientation.
If this copy of the Software is an upgrade from an earlier
version of the Software, it is provided to you on a license
exchange basis. You agree by your installation and use of
such copy of the Software to voluntarily terminate your
earlier EULA and that you will not continue to use the
earlier version of the Software or transfer it to another
person or entity.
In consideration of the licenses granted to you pursuant to
this EULA, you shall pay Vendor in accordance with the
payment terms contained within the Terms of Purchase.
General Limitations
Your license rights under this EULA are non-exclusive. In
addition, your License rights under this EULA are
non-transferable unless otherwise agreed to by the Vendor.
You may not resell, distribute or incorporate the Software
or the License, or any portion thereof, into any other
software or software-related product, without prior
permission from the Vendor.
The Vendor has a Reseller/Partner program for purposes of
resale, please inquire if interested in such.
You may not reverse engineer, decompile, disassemble,
modify, translate, make any attempt to discover the source
code of, or create derivative works from the Software or the
License, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this
limitation.
You may not decrypt or otherwise reverse engineer any
License, and you may not attempt to apply an individual
License to more than one copy of the Software at a time,
regardless of the number of computers the Software is
installed on or running on at a particular time.
You may not make any illegal use of the Software or the
License, such as modifying it to act like a virus, worm or
other program that, when run, loaded into memory, viewed, or
otherwise instantiated, would do anything to the recipient's
computer that was not part of the original Software design
as intended and distributed by Vendor. You may not use the
Software to gain unauthorized access to another person's
computer system or to operate another person's computer
without their consent.
Vendor may provide You with support services related to the
Software. Use of support service is governed by Vendor
policies and programs described in the user manual, in
"online" documentation, and/or in other Vendor-provided
materials. Any supplemental software code provided to You as
part of the support service shall be considered part of the
Software and subject to the terms and conditions of this
Agreement.
Except for bug fixes, patches and other modifications for
the Software provided to you by the Vendor, you may not
alter, merge, modify, adapt or translate the Software
(including the source code) in any manner whatsoever.
No Vendor partner, dealer, distributor, reseller,
sub-licensor, agent or employee is authorized to make any
amendment to this EULA.
If any provision of this EULA shall be held by a court of
competent jurisdiction to be contrary to law, that provision
will be enforced to the maximum extent permissible, and the
remaining provisions of this EULA will remain in full force
and effect.
This document contains the complete End-User License
Agreement between the parties with respect to the subject
matter hereof, and supersedes all prior or contemporaneous
EULA or understandings, whether oral or written. The failure
or delay of the Vendor to exercise any of its rights under
this EULA or upon any breach of this EULA shall not be
deemed a waiver of those rights or of the breach.
vePortal and other trademarks contained in the Software are
trademarks or registered trademarks of vePortal, LLC in the
United States and/or other countries. Third party
trademarks, trade names, product names and logos may be the
trademarks or registered trademarks of their respective
owners. You may not remove or alter any trademark, trade
names, product names, logo, copyright, and/or other
proprietary notices, legends, symbols or labels in the
Software. This EULA does not authorize you to use vePortal,
LLC's or its sub-licensors' names. or any of their
respective trademarks.
License Grants
You may sub-license the right to use (but not the right to
install) the Software to any and all Third Party Users of
the Licensed Server, provided, however, that such Third
Party Users are eighteen (18) years or older.
Notwithstanding the forgoing, your right to sub-license the
use of the software to a Third Party User is conditioned
upon you and each Third Party User separately agreeing as
follows:
(a) The Third Party User's right to use the Software in
connection with the Licensed Server is made pursuant and
subject to the license granted to you under this EULA;
(b) The Third Party User may use the Software as long as
this EULA is effective and valid. The Third Party User's
right to use the Software shall automatically expire without
any notice upon the expiration or termination of this EULA
for any reason whatsoever. the Vendor reserves the right in
its sole and absolute discretion to terminate each Third
Party User's access to and use of the Software upon the
expiration or termination of this EULA, or in the event that
you breach this EULA. Upon such expiration or termination of
this EULA, access to and use of the Software by the Third
Party User in connection with the Licensed Server will not
be available.
(c) You and the Third Party User agree to waive any and all
claims (whether under law, equity or any other theory of
liability) against the Vendor, and its authorized
sub-licensors, that may arise from the Third Party User's
inability to use the Software upon the expiration or
termination of this EULA for any reason whatsoever.
(d) The terms of this section must be expressly incorporated
into any agreement between you and any Third Party User
concerning the use of the Software. Use of, or access to,
the Software on a Licensed Server by Third Party Users who
have not agreed to the terms of this section will exceed the
scope of the license grant and is expressly prohibited. Upon
the request of the Vendor, from time to time, you shall
provide the Vendor copies of such agreements between you and
the Third Party Users. The Vendor shall also have the right
(but not the obligation) to notify the Third Party Users
when this EULA will expire or be terminated, and that the
Software will not be available to them thereafter under this
EULA.
Term and Termination
The Software purchase price may include product updates and
new releases at the sole discretion of the vendor, and the
Vendor reserves the right to determine when a new release is
substantial enough to require the payment of an upgrade fee
or a higher ongoing/monthly rate.
The term of the License granted to you under this EULA is
set forth in the "Terms of Purchase". This EULA shall
automatically expire upon the expiration of such term, if
License renewal does not occur. In the event that you fail
to comply with any of the terms or conditions of this EULA,
the Vendor may immediately terminate this EULA with or
without notice.
Notwithstanding the above, this EULA and all licenses
granted to You will automatically terminate if You fail to
comply with the terms and conditions of this EULA, fail to
make timely payment on the License, or if You violate
Vendor's "Terms of Purchase" and/or "Acceptable Use Policy",
if such policy(s) exists. In such event, You must destroy
all copies of the Software and all of its component parts.
Without prejudice to any other rights, in the event of any
such termination of this Agreement, Vendor may suspend or
deactivate Your use of the Software and/or License with or
without notice. All rights of Vendor under this EULA shall
survive such expiration or termination.
You hereby acknowledge and agree that Vendor, through its
License Verification System, may automatically terminate
your ability and each Third Party User's ability to access
or use the Software upon the expiration, termination, or
breach of this EULA or upon the expiration, termination, or
breach of the Terms of Purchase.
Disclaimer of Warranty
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE PROVIDED "AS
IS," AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
THE VENDOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR
RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR SUCH FILES.
VENDOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO
ACCURACY, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS,
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY
IMPLIED WARRANTIES. THERE IS NO WARRANTY THAT ANY
INFORMATION, COMPUTER PROGRAM, OUR EFFORTS, OR ANY SYSTEM
PROVIDED BY VENDOR WILL FULFILL ANY OF YOUR PARTICULAR
PURPOSES OR NEEDS. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY THE VENDOR, ITS DEALERS, RESELLERS, DISRTIBUTORS,
SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY
OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED
HEREIN.
Exclusive Remedy
Your exclusive remedy under the preceding is to seek a
refund for the Software. Provided that any non-compliance
with the above warranty is reported in writing to the Vendor
no more than ninety (90) days following delivery to you, the
Vendor will use reasonable commercial efforts to supply you
with a replacement copy of the Software that substantially
conforms to the documentation, provide a replacement for
defective media, or refund to you your purchase price for
the Software, at its option. The Vendor shall have no
responsibility if the Software has been altered in any way,
if the media has been damaged by misuse, accident, abuse,
modification or misapplication, or if the failure arises out
of use of the Software with other than a recommended
hardware configuration. Any such misuse, accident, abuse,
modification or misapplication of the Software will void the
warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY
AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES
WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
Limitation of Liability
VENDOR CANNOT BE AND IS NOT LIABLE IN DAMAGES OR OTHERWISE
TO YOU. VENDOR SHALL NOT HAVE ANY LIABILITY FOR A DEFECTIVE
COPY OF THE SOFTWARE, AND YOUR REMEDY WILL BE LIMITED
EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE SOFTWARE WITH
ANOTHER COPY. IN NO EVENT WILL VENDOR BE LIABLE TO YOU FOR
ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, ENHANCED OR PUNITIVE
DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF
A VENDOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
VENDOR'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY
CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU
FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
Indemnification
You agree that, if You engage in any misuse of the Software
in a manner that causes a third party (or the government) to
make a claim against Vendor as a proximate result of Your
actions or inactions, You will indemnify and hold harmless
Vendor from and against any and all such damages, claims,
costs and expenses (including reasonable attorneys' fees).
In the event that you sub-license the right use the Software
to any Third Party Users, you agree to indemnify, defend and
hold the Vendor, and each of its shareholders, affiliates,
officers, directors, employees, agents, successors, assigns,
partners, sub-licensors, distributors and resellers
(collectively, the "Indemnified Parties") harmless from any
and all loss, liability, damage or deficiency (including
interest, penalties, costs of preparation and investigation,
and reasonable attorneys" fees) that the Indemnified Parties
may suffer, sustain, incur or become subject to, arising out
of or due to any claims raised by any Third Party User, in
connection with the use or inability to use the Software for
any reason whatsoever, including, without limitation, if
this EULA is terminated.
Economic Basis
The Limited Warranty and Disclaimer, Exclusive Remedies,
Limited Liability and Indemnification set forth above are
fundamental elements of the basis of the agreement between
the Vendor and you. The Vendor would not be able to provide
the Software on an economic basis without such limitations.
Such Limited Warranty and Disclaimer, Exclusive Remedies,
Limited Liability and Indemnification inure to the benefit
of the Vendor.
Restricted Rights
The Software and the License File are provided with
RESTRICTED RIGHTS. Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer
Software Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer for such purposes is Vendor.
Export Controls
The Software has been classified by the U.S. Department of
Commerce under ECCN 5D002.c.1 of the EAR as a "retail"
commodity and is eligible for export under License Exception
ENC to any end-user in all countries of the world except
Taliban controlled Afghanistan, Cuba, Iran, Iraq, Libya,
North Korea, Sudan and Syria. If you are from Taliban
controlled Afghanistan, Cuba, Iran, Iraq, Libya, North
Korea, Sudan or Syria, then you are defined as a "Prohibited
Person".
BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE
WARRANTING THAT YOU ARE NOT A "PROHIBITED PERSON" OR UNDER
THE CONTROL OF A "PROHIBITED PERSON." IN ADDITION, YOU
COVENANT AND AGREE THAT YOU WILL NOT RE-EXPORT, RE-TRANSMIT,
TRANSFER, OR OTHERWISE DELIVER THE SOFTWARE OR A COPY OF THE
SOFTWARE TO ANY PROHIBITED PERSON, OR TO ANY PERSON YOU
KNOW, OR HAVE REASON TO BELIEVE, WILL RE-EXPORT, RETRANSMIT,
TRANSFER, OR OTHERWISE DELIVER THE SOFTWARE OR A COPY OF THE
SOFTWARE TO ANY PROHIBITED PERSON. IF YOU VIOLATE THIS
PROVISION, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD VENDOR
HARMLESS FROM AND AGAINST ALL LIABILITY, CLAIMS, FEES,
PENALTIES, DAMAGES AND OTHER COSTS INCLUDING REASONABLE
ATTORNEYS FEES, VENDOR MAY INCUR AS A RESULT OF YOUR ACTIONS
OR INACTION.
Miscellaneous
This Agreement shall be governed by the laws of the State of
Delaware, United States, exclusive of its conflicts of laws
provisions. This Agreement may only be modified by a written
license addendum, which has been agreed to by Vendor. Should
you have any questions/notices concerning this Agreement, or
if you desire to contact Vendor for any reason, please
write:
vePortal, LLC.
28 Birchwood Close
Wellington
Telford, SHROPSHIRE TF1 2NU
GB
This License is the entire agreement between us, superseding
any other agreement or discussions, oral or written. Vendor
may change the terms of its licenses at any time, but such
change may not affect Your vested rights unless you agree to
the change. The exclusive forum for any disputes arising out
of or relating to this License shall be an appropriate
federal or state court located in Delaware, USA. If any
provision of this License is declared by a Court of
competent jurisdiction to be invalid, illegal, or
unenforceable, such a provision shall be severed from the
License and the other provisions shall remain in full force
and effect.
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE
AND/OR THE LICENSE, YOU AGREE TO BE BOUND BY THE TERMS OF
THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS,
LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS ABOVE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT
INSTALL OR USE THE SOFTWARE OR THE LICENSE FILE AND EXIT
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