Last updated: Feb. 18th 2008.
Copyright © 2008 - Veer West LLC
The individual installing and using this software represents and warrants that he or she has authority to enter into this agreement with Veer West on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Product.
Accessible Code shall mean source code contained within the Product that is unprotected and accessible under this agreement.
Effective Date shall mean the date the software license is activated, or payment for the maintenance renewal is processed.
Licensee shall mean the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and conditions of this agreement.
Licensor shall mean Veer West LLC, the licensor of the Software.
Protected Code shall mean source code contained within the Product that is protected against access by Veer West and is not accessible under this agreement.
Software or Product shall mean Licensor’s proprietary software known as “FormAssembly On-Site” that is designed to facilitate the creation of web forms and the management of submitted responses through the use of a web-based interface.
User or Users shall mean each person authorized by Licensee to use the Software.
Veer West shall mean VEER WEST, LLC, with its principal place of business at 1019 S. College Ave., Greencastle, IN 46135 USA.
(a) Upon receipt of the License Fee, and subject to the terms and conditions in this Agreement, Licensor shall grant to Licensee a non-exclusive, non-sublicensable, non-transferable, perpetual license to use the Software.
(b) Except for the limited license expressly granted by this Agreement, Licensor shall own and retain all rights, title, and interest in and to the Software, and all intellectual property rights associated with the Software and the Documentation. No transfer of ownership is intended by this Agreement.
(c) Licensee may, at its sole cost and risk, modify the Accessible Code of the Software to develop bug fixes, customizations or additional features, solely for the purpose of using the Software as defined in this Agreement.
(d) Licensee must not decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code.
In consideration for providing the Software and Documentation, Licensee shall pay Veer West a one-time Licensing Fee. License fee is non-refundable and payable upon acceptance of the terms and conditions set out herein.
Licensee shall use the Software and Documentation only as provided in this Agreement. Licensee shall not provide or otherwise make available any written materials, documents, flow charts, logic diagrams, source code, test materials, or other information relating to the Software and Documentation in any form, to any person other than, on an ‘as needed basis,’ Licensee's or Licensor's employees, agents and contractors, without the prior written consent from Licensor
Licensee shall not create derivative works of, or based upon, the Software. In the event such derivative works are created, Licensee agrees that each such work shall be the property of Licensor.
Licensee shall install all updates and enhancements provided by Licensor.
Upon receipt of Licensee Fee from Licensee, Licensor will deliver the Software and Documentation via electronic download; and provide Software Maintenance as defined in Section 7, for a period of twelve (12) months from the Effective Date.
Licensor will provide updates and/or enhancements to the Software, as they become available, for a period of twelve (12) months from the Effective Date. Licensor will provide technical support via email to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product. The maintenance period may be extended by purchasing a Software maintenance renewal at the rate defined by the Licensor.
Licensee shall not remove Licensor’s copyright and trademark notices and any Licensor proprietary notice from the Software.
Licensor shall own and retain all right, title and interest in and to all updates, enhancements and modifications of the Software and Documentation, whether created, authored, developed or paid for by Licensee or other third party. This Agreement grants no license, right or interest in or to any copyright, patent, trade secret, invention or other intellectual property right of Licensor, other than the license and rights set out in this Agreement. In the event Licensor suggests new features or functionality for the Software that Licensor adopts, such new features or functionality shall be the property of Licensor.
The Licensee grants Veer West the right to include the Licensee as a customer in Product promotional material. Licensee can deny this right by submitting a written request via email to sales@veerwest.com
Neither this Agreement nor the license granted herein may be assigned by Licensee to any third party, and the Software and Documentation to which it applies and documents and materials relating thereto may not be disclosed, sublicensed, published, released or transferred to another party by Licensee except as provided in this Agreement. Licensor may transfer or assign this Agreement, at its sole discretion.
(a) In the event that any portion of the Software furnished to Licensee by Licensor is likely to or does become the subject of a claim of infringement of a copyright or patent, Licensor may, at its expense, attempt to procure for Licensee the right to continue to use the Software, endeavor to modify the Software to make it non-infringing, or terminate the license granted under this Agreement. Licensor, at its own expense, will also defend any action brought against Licensee to the extent that it is based on a claim that the Software, as used within the scope of this Agreement, infringes any patent, copyright, license, trade secret, or other proprietary right, provided that Licensor is immediately notified in writing of such a claim. Licensor shall have the right to control the defense of all such claims, lawsuits, and other proceedings. In no event shall Licensee settle any such claim, lawsuit, or proceeding without Licensor’s prior written approval. Licensor shall have no liability for any claim under this Section 11 if a claim for patent, copyright, license, or trade secret infringement is based on the use of a superseded, modified, or altered version of the Software if such infringement arises from Licensee’s alterations and or modifications or such infringement would have been avoided by use of the latest unaltered version of the Software.
(b) Except as provided in Section 11 (a), Licensee shall defend or settle any claim, action or allegation (collectively “claims”) brought against Licensor, at Licensee’s expense, resulting from, arising out of, or related to (i) the installation of the Software, (ii) the modification of the Software caused by Licensee, (iii) use of modified Software by Licensee and its users, (iv) the collection, possession, security and use of data collected by Licensee. Licensee shall pay any judgments awarded or settlements entered into, provided that Licensor shall provide Licensee with prompt notice of such claims, and provide Licensee the right to defend or settle any such claim. Licensor shall not settle or compromise such claim, except with prior written consent of Licensee. At Licensee’s cost, Licensor shall provide such reasonable assistance and information as Licensee may reasonably require with such claims.
Licensor shall not be liable for any damages caused by delay in installation, or furnishing, of the Software, or in furnishing the Software updates and support services under this Agreement. LICENSOR EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, (A) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT OR EVERY SOFTWARE CONFIGURATION; (B) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (C) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, VEER WEST IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN VEER WEST AND THE LICENSEE. THIS SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE LICENSEE FROM VEER WEST SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
This Agreement shall be treated as though it were executed and performed in Indianapolis, Indiana, and shall be governed by and construed in accordance with the laws of the State of Indiana (without regard to conflict of law principles). Any cause of action by you with respect to the Software (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Indianapolis, Indiana. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Software is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.