VELTRAV END USER LICENSE AGREEMENT
This End User License Agreement, a legally binding agreement between you and Veltrav LLC (“Licensor”), and Licensor’s Terms and Conditions of Use, which are incorporated herein by reference and made part of this End User License Agreement (collectively, “Agreement”), govern your license, access and use of ____ Licensor licenses to you through the Veltrav website (“Licensed Content”). In the event of a conflict between any term in Licensor’s Terms and Conditions of Use and the terms and conditions herein, the latter shall control. This Agreement is effective as of the date you consent to the terms of this Agreement by clicking the “I ACCEPT” button or first access or use the Licensed Content.
By clicking the “I ACCEPT” button or accessing or using the Licensed Content, you acknowledge that you have carefully read and that you understand and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, Licensor is unwilling to grant you a license to the applicable publication and/or Licensed Content and you should neither complete a purchase of the applicable publication and/or Licensed Content (as applicable) nor access nor use the applicable publication and/or Licensed Content in any way.
- Changes to this Agreement. Licensor may occasionally, in its sole discretion, modify or supplement the terms and conditions of this Agreement. Licensor may notify you of any material changes via e-mail. Regardless of whether or not Licensor informs you of changes by e-mail, any changes by Licensor to this Agreement are relevant and binding. By continuing to access and/or use the Licensed Content, you accept the Agreement as modified. If you do not accept the Agreement as modified, you shall immediately terminate use of and access to the Licensed Content. If you are notified of changes to this Agreement, you shall be responsible for informing any and all Recipients (defined below) of those changes.
- License. In consideration of your acceptance of and performance under this Agreement and your payment of any applicable fees as described in Section 6, Licensor grants you a personal, nonexclusive, revocable and nontransferable license to access and use the Licensed Content solely for internal use. The license is subject to compliance by you with the terms and conditions of this Agreement.
- Scope of Grant and Use. You shall use the Licensed Content for legitimate and lawful purposes. Unless you obtain prior written consent from Licensor otherwise, your right to use the Licensed Content is limited to the following uses. Licensor grants the right solely to you, and to no other party, to access and download the digital format of the Licensed Content and to print and distribute paper copies of the Licensed Content to individuals within your corporate entity only (“Recipients”) provided that you maintain all copyright and other proprietary notices and identifiers and inform all Recipients that they are subject to the restrictions in this Agreement. You and Recipients may excerpt, reference or summarize any portion of the Licensed Content to be used in an internal report or presentation only, provided you and Recipients shall at all times and for each instance give full and proper credit to Licensor as the source from which you and Recipients obtained the information. In addition to all other rights and remedies Licensor may have under law and equity, you shall indemnify, defend and hold Licensor harmless from and against any and all claims, actions, losses, damages, demands, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, whether or not a suit or other proceeding is initiated, for any unlawful or unauthorized disclosure of any portion of the Licensed content and any breach of this provision.
- Restrictions. Except as or unless expressly permitted per Section 3 above, you shall not, and shall not allow any third party to, directly or indirectly in whole or in part: (a) alter, adapt or modify the digital copy of the Licensed Content provided to you by Licensor; (b) copy the Licensed Content or distribute copies thereof, including making or distributing digital or paper copies of the Licensed Content in any way; (c) sublicense, rent, lease, mortgage, lend, distribute, sell, transfer or grant any rights to the Licensed Content to anyone; (d) upload, republish, post, broadcast or transmit the Licensed Content to others or on a network or knowingly take any action that would cause the Licensed Content to be placed in the public domain; (e) commercialize the Licensed Content; (f) remove any proprietary notices or marks from the Licensed Content or any copies thereof expressly permitted to be made by Licensor; or (g) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. §§ 106-110, without obtaining the prior written consent of Licensor. In addition to all other rights and remedies Licensor may have under law and equity, you shall indemnify, defend and hold Licensor harmless from and against any and all claims, actions, losses, damages, demands, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, whether or not a suit or other proceeding is initiated, for any breach of this provision.
- Proprietary Rights. The Licensed Content and all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property and proprietary rights, whether statutory or arising by common law or otherwise (“Intellectual Property Rights”), contained in or used by the Licensed Content and all other materials which may be provided or which may be accessible to you in connection with this Agreement are and will remain the exclusive property of Licensor. Except for the limited rights expressly granted under this Agreement, you have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Licensed Content or any Intellectual Property Rights therein. You agree not to challenge or contest Licensor’s rights to or ownership of, or otherwise attempt to assert any rights in, the Licensed Content. You shall not, without the prior written consent of Licensor, remove, alter or obscure any copyright, trademark or proprietary notices or marks from or on any copies of the Licensed Content. You expressly recognize and agree that Licensor has a copyright in the Licensed Content. You shall take all reasonable steps to protect and maintain all rights of Licensor, including, but not limited to, cooperating with Licensor in any claim, action, suit or proceeding which may arise concerning rights in the Licensed Content.
- Fees. You shall pay in advance any applicable license fees and any associated taxes and charges. There will be no refunds or credits of any kind. You shall promptly pay Licensor in the event of any refusal of PayPal, your bank or your credit card issuer, as applicable, to pay any amount to Licensor for any reason. You shall pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. Licensor reserves the right to modify any fees.
- Termination of License and Rights. If you breach any of the terms of this Agreement or do not accept the Agreement, when and as modified, your license and your limited rights to the Licensed Content granted hereunder will automatically terminate. You shall remove, destroy or return to Licensor all copies of Licensed Content in your possession or the possession of Recipients and provide Licensor written confirmation of your compliance with this Section. Any outstanding payment obligations will become immediately due and payable and you shall remain liable to Licensor for all charges under this Agreement and all the costs Licensor incurs to collect these charges, including collection agency fees, reasonable attorneys’ fees and arbitration or court costs.
- DISCLAIMER OF WARRANTIES. LICENSOR AND ITS AFFILIATES (DEFINED BELOW) PROVIDE THE LICENSED CONTENT “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR THIRD PARTY RIGHTS. LICENSOR MAKES NO WARRANTIES RESPECTING ANY HUMAN OR MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA, OR ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TROJAN HORSE, TIME BOMB, LOGIC BOMB OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. LICENSOR MAKES NO WARRANTY THAT THE LICENSED CONTENT WILL MEET YOUR REQUIREMENTS. LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED CONTENT OR ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE LICENSED CONTENT WITH RESPECT TO THEIR ACCURACY, RELIABILITY, COMPLETENESS OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE LICENSED CONTENT REMAINS WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON CREATES A WARRANTY IN ANY WAY WHATSOEVER RELATING TO LICENSOR OR ANY OF ITS AFFILIATES. LICENSOR FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY THIRD PARTY. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE LICENSED CONTENT OR WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE LICENSED CONTENT.
- LIMITATION OF LIABILITY. NEITHER LICENSOR NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, AND YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE LICENSED CONTENT. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO LICENSED CONTENT, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS OR PUBLICITY OR PRIVACY RIGHTS, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF REPLACEMENT GOODS, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, AND THE LIKE), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE LICENSED CONTENT OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED (EVEN IF LICENSOR OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE). TO THE EXTENT, AS APPLIED IN A PARTICULAR CIRCUMSTANCE, ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE. THE PARTIES AGREE THAT EACH AND EVERY PROVISION OF THIS AGREEMENT PROVIDING FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES AND SHALL BE SEPARATELY ENFORCED. NO ACTION, REGARDLESS OF FORM, ARISING FROM THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE LICENSED CONTENT MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT(S) WHICH GAVE RISE TO THE CAUSE OF ACTION.
- Indemnification. You shall indemnify, defend and hold harmless Licensor its principals, officers, directors, employees, agents, and licensors (collectively, “Affiliates”) from and against any and all claims, actions, losses, damages, demands, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, whether a suit or other proceeding is initiated or not, which may arise from, but not limited to, the following events: (a) the use or misuse by you of the Licensed Content or any component thereof; (b) any error, omission, or negligent or intentional act by you; (c) any breach or alleged breach by you of this Agreement; (d) any claims or disputes concerning the Licensed Content, including regarding ownership or infringement; or (e) any claims arising from this Agreement. You shall not settle or compromise any claim, except with prior written consent of Licensor. Licensor and/or any of its officers, directors, employees, representatives, agents, contractors and licensors may participate in the defense or settlement of any claim at its/their own expense and with its/their own choice of counsel.
- Notices. All notices, requests, claims, consents, demands and other communications hereunder shall be in writing and will be deemed to have been duly given: (a) if delivered by overnight mail or express courier, upon delivery as evidenced by delivery records, (b) if by e-mail or facsimile transmission, upon successful delivery of the transmission as evidenced by transmission records, or (c) if sent by certified or regular mail, postage prepaid, five days after the date of mailing. Licensor may deliver notices to you by means of e-mail or written communication delivered by first class U.S. mail to the e-mail address or physical address you provide to Licensor. Notices sent to Licensor shall be sent to Veltrav, 10 East 40th Street, 38th Floor, New York, NY 10016, with a copy to Rooney P.C., 10 East 40th Street, 42nd Floor, New York, NY 10016.
- Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the State of New York, without regard to the conflict of law rules in that state. The venue for any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be in New York County, New York. If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which the prevailing party may be entitled.
- Assignment; Successors. You may not, without Licensor’s prior written consent, assign your rights or delegate your duties hereunder. Any assignment or delegation in contravention of the foregoing will be null and void. This Agreement will bind and inure to the benefit of the successors and assigns of Licensor.
- Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any court of competent jurisdiction construes any provision of this Agreement to be unenforceable or invalid, the court shall limit or modify the provision to the minimum extent necessary so that the provision becomes enforceable, and the provision, as modified, shall then be enforced.
- Waiver. Either party may waive compliance by the other party with any provision of this Agreement. The failure of a party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing and signed by the party waiving compliance.
- Entire Agreement. The Agreement contains, and is intended as, a complete statement of all the terms of the arrangements between the parties with respect to the matters provided for and supersedes any previous agreements and understandings between the parties with respect to those matters.
- No Agency. No agency, partnership, joint venture, or employment relationship between you and Licensor is created as a result of the Agreement, and you do not have any authority of any kind to bind Licensor in any respect whatsoever.
- Headings; Construction. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Whenever used in this Agreement, unless otherwise specified or clearly intended by the context, the terms “includes,” “including,” “e.g.,” “for example,” “such as,” “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter, and the term “or” is deemed to permit multiple, rather than strictly alternative, options and so construed to mean “and/or.”
- Joint Drafting. For purposes of interpreting this Agreement, both parties shall be deemed to have drafted this document jointly.