SonarVision On Demand Terms Of Use
END-USER SUBSCRIPTION AGREEMENT FOR SONARVISION ON DEMAND
THESE TERMS AND CONDITIONS ARE LEGALLY BINDING – READ THEM CAREFULLY
By clicking on "Accept Terms and Conditions," or by using, accessing, downloading or installing the Software or Reports (as defined below), "you" (the user indicated in the registration process for the Software and Reports) agree to and are bound by the terms and conditions of this End-User Subscription Agreement for SonarVision On Demand (this "Agreement"). If you do not agree to be bound by these terms and conditions, click the "Do Not Accept" button.
In consideration of your agreement to these terms and conditions, Orca Eyes, Inc., a Texas corporation with its principal executive offices at 2822 Morning Star, Suite 100, New Braunfels, Texas 78132 ("we," "us" or "our"), grants you the right to use, certain software owned by us and provided to you via the public internet on a "software as a service" basis in order to create certain analytical reports based on data you provide to us (the "Reports"). Your use of the Software and Reports is subject to your compliance with this Agreement. We will provide the Software to you pursuant to this Agreement at no charge. We may provide certain Reports free of charge, and we may charge a fee for other Reports, as indicated in the pricing schedule on our website.
- We grant you a non-transferable, non-exclusive license to use the Software. The "Software" means our computer program(s) (including any databases and database structures used by or incorporated in the program(s)) for human capital management and related functions and activities that you download and/or access from our website. The Software includes any data extraction, cleansing and/or similar tools and utilities that you may download from our website and run on your computers. The Software also includes any related manuals, documentation, new versions and updates that we may deliver or otherwise make available to you, and any portions and/or copies of the foregoing in any form. This Agreement also includes any changes to these terms and conditions that we may elect to make, and you will be deemed to have accepted such changes if you continue to use the Software after receiving notice of those changes.
- We appreciate our customers' feedback regarding the Software and Reports. From time to time, you may provide, or we may request, your feedback regarding the features, functionality and operation of the Software and Reports. Your feedback may take various forms, including bug reports, conferences with our representatives and written evaluations. We may incorporate any or all of such feedback into future versions or releases of the Software or Reports, or into new products. We will own all title, copyright and other proprietary rights in any changes, enhancements or corrections we make to the Software or the format or functionality of the Reports, and any new products we create, as a result of your feedback, including the right to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use your feedback, for any and all purposes.
- We will respect your proprietary rights in any data you provide to us. In order to use the Software to generate Reports, you will be required to upload onto our servers via the public Internet the data indicated in the usage instructions for the Software. We will respect your proprietary rights in your data. We will use commercially reasonable efforts to safeguard the confidentiality of your data. Further information regarding our security procedures is located at www.orcaeyes.com/security. If you require special or additional security procedures, please contact us at info@orcaeyes.com prior to using the Software or uploading any data to our servers, so that we can ascertain whether we can meet your security requirements. We will not claim or assert title to or ownership of your data. We will cause our employees and agents who have access to our data to comply with this Agreement. You should not upload to our servers any personally identifiable information. By uploading your data to our servers, you agree that we and our business partners may aggregate your data, on a non-attributed basis, with similar data we receive from other customers and business partners in order to create benchmarking data and reports, which may then be marketed for a fee. You are responsible for using the Software and Reports, and for determining whether the Software and Reports are suitable for your purposes. You are responsible for implementing backup and recovery procedures adequate to prevent losses to your data or damage to your computer systems due to any defect or malfunction of the Software. We will not provide any maintenance, training or support for the Software or Reports.
- You will respect our proprietary rights in the Software and Reports. You agree that we have and will keep title, copyright and all other proprietary rights in the Software and the format and functionality of the Reports. You will cause your employees and agents who have access to the Software and Reports to comply with this Agreement. You have no right to access, use, examine or recreate the source code for the Software, which is our trade secret. You will not alter, decompile, or reverse engineer the Software. You will not disclose to any third party the Software, its documentation and manuals, any updates to the Software, and any other information regarding the Software that we provide to you in any form and mark or otherwise designate as "confidential." To the extent, if any, we give you any access to the source code for the Software, your access to and use of the source code will be subject to all of the terms of this Agreement. Your rights to the Software are limited to those expressly set forth in this Agreement.
- This Agreement remains in effect until it is terminated. Either of us may terminate this Agreement at any time by giving written notice to the other.
- Our liability for your use of the Software and Reports is limited. We warrant that we have all rights necessary to grant you the license set forth in this Agreement, and we will defend you and hold you harmless if a third party brings a claim against you alleging that our Software or the format or functionality of the Reports violates that third party's intellectual property rights. We do not warrant that the Software or Reports are error-free or that any errors you identify will be corrected. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE AND REPORTS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We will not be liable under any circumstances for indirect, incidental, special, reliance or consequential damages (including lost profits, loss of data or other business or property damage) under any theory or cause of action, even if foreseeable, and our liability in all events will not exceed the license fee that you have paid pursuant to this Agreement, if any. Your exclusive remedy for any defects or malfunctions in the Software or Reports is to return the defective item and all copies to us for a full refund of the fee you have paid (if any).
- Additional terms. In consideration of our making the Software and Reports available to you pursuant to this Agreement, you agree that we may list you as a customer, and display your logo in our list of customers, on our website and in our other marketing materials. Neither of us may assign, sublicense nor transfer any of our respective rights under this Agreement without the other party's prior written consent, and any attempt to do so is void. This is the full and final Agreement between you and us, and supersedes any earlier promises, representations, discussions, correspondence, letters of intent or nondisclosure agreements relating to the subject of this Agreement. This Agreement may only be changed, or any portion of it waived, if your and our authorized representatives do so in writing. Invalid provisions do not affect the enforceability of the other provisions. We are entitled to injunctive and other equitable relief for violations of our proprietary rights. We reserve all rights not granted specifically in this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (U.S.A.). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. As used in this Agreement, "including" means "including without limitation" unless otherwise specifically indicated. You will not transfer or otherwise export the Software outside of the United States, and you will comply with all export laws and regulations applicable to your use of the Software and Reports. The proprietary rights, confidentiality and limitation of liability provisions of this Agreement will survive the expiration or termination of this Agreement for any reason. No notice, amendment or waiver pursuant to this Agreement will be effective if sent or delivered by electronic means.
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