End User License Agreement (EULA)
	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 NOW.