The terms “we”, “us”, “our” and pronouns of similar meaning refer to Virteom LLC. The term “you” and “your” refers to the purchaser under this license, and its agents and employees. The term “Software” refers to Virteom Cloud CMS.
Downloading (or installation if supplied on physical media) of the Software constitutes acceptance of the terms and conditions of this License Agreement. If you do not accept these terms and conditions do not download or install the software.
LICENSE: We grant to you a limited, non-exclusive, non-transferable license to use the software where the total number of simultaneous users never exceeds the number authorized by the license file contained in the Software. Title to the Software, any related documentation, and any copies thereof is retained by us. You may use the Software only as provided herein. You agree not to copy or modify the Software or allow the Software to be copied or modified except as expressly authorized herein. You agree to protect the Software against unauthorized use or disclosure. You may make a single copy of the Software solely for backup purposes. You must reproduce and affix our copyright notice on the backup copy. WE RESERVE THE RIGHT TO INCLUDE COPY PROTECTION MECHANISMS, MECHANISMS LIMITING CONCURRENT USERS TO THE NUMBER AUTHORIZED, AND MECHANISMS TO PREVENT USAGE AFTER EXPIRATION OF THE TERM OF THIS LICENSE OR IN THE EVENT OF A BREACH OF ANY TERM OF ANY AGREEMENT BETWEEN YOU AND US OF ANY TYPE OR NATURE, IN THIS AND ALL FUTURE VERSIONS OF OUR PRODUCTS. You may not copy or reproduce the documentation. You may modify the software for your own use at your own risk, but you may not sell or otherwise distribute the software you have modified. Within the Virteom framework there is an Open Source library that is clearly labeled open source, you may freely distribute any of those open source plug-ins as long as you abide by their individual license agreements.
COPYRIGHT: The Software is owned by us and is protected by United States copyright laws and international treaty provisions. You agree not to remove any copyright or other proprietary or product identification notices from the Software. This license is not transferable. You may not rent, lease, sub-license, assign, pledge, sell, or otherwise transfer the Software or related documentation without our prior express written consent. You may not reverse engineer, decompile, or disassemble the Software, or create derivative works therefrom.
TERM: This license is effective until terminated. You may terminate this license by deleting all copies of the Software. This license will also automatically terminate without notice from us if you fail to comply with ANY term or condition of this agreement. You agree that upon termination you'll destroy or return to us the original media together with all copies of the Software and related documentation.
LIMITED WARRANTY: The Software is provided “AS IS” with all faults. You assume the entire risk as to the selection, results, and performance of the Software. Should the Software prove defective, you (and not us) assume the entire cost of all necessary servicing, repair, or correction. We do not warrant that the operation of the Software will be uninterrupted or error-free, nor that the Software will be corrected. Further, we do not warrant, guarantee, or make any representations regarding the use of, or results of the use of, the Software or documentation in terms of correctness, accuracy, reliability, currentness, freedom from defect, or otherwise. Your reliance on the software and the results therefrom are at your own risk. No technical support, corrections, or upgrades will be supplied, except as provided in any separate Technical Support Agreement entered into between you and us.
THE ABOVE IS THE ONLY WARRANTY OF ANY KIND. NEITHER WE NOR OUR REPRESENTATIVES, MAKE ANY OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OF QUIET ENJOYMENT, NOR WARRANTY AGAINST INFRINGEMENT. WE MAKE NO REPRESENTATION WITH RESPECT TO THE OPERATION OF THE SOFTWARE, AND DISCLAIM ANY WARRANTY THAT THE SOFTWARE WILL OPERATE IN SUBSTANTIAL CONFORMITY TO ANY INFORMATION, AFFIRMATION, OR PROMISE CONTAINED IN ANY DOCUMENTATION PROVIDED WITH THE SOFTWARE. THERE HAVE BEEN NO STATEMENTS OTHER THAN THOSE CONTAINED HEREIN WHICH HAVE BEEN RELIED UPON NOR WHICH HAVE BECOME A PART OF THE BASIS OF THE BARGAIN. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. NEITHER WE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE UNDER ANY CIRCUMSTANCE OR UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (including but not limited to loss of good will, loss of business profits or business information, work stoppage, computer failure or malfunction, data recovery, or any and all other commercial damages or losses) ARISING OUT OF THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION EVEN IF WE OR ANYONE ELSE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. WE SHALL NOT BE LIABLE TO YOU IN ANY MANNER WHATSOEVER OR FOR ANY LOSS OR BUSINESS IMPACT IN THE EVENT THE SOFTWARE CEASES TO FUNCTION UPON THE EXPIRATION OF ANY LICENSE GRANTED HEREIN, OR FOR ANY DELAY FROM ANY CAUSE WHATSOEVER IN SUPPLYING AN UPDATED LICENSE FILE. THE DISCLAIMERS OF WARRANTY CONTAINED HEREIN CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES SO THE ABOVE LIMITATION MIGHT NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IN SUCH CASE YOUR SOLE REMEDY IS LIMITED TO RETURNING ALL COPIES OF THE SOFTWARE AND DOCUMENTATION TO US AND OUR AGGREGATE LIABILITY SHALL BE LIMITED TO REFUND OF OUR LIST PRICE OR THE PRICE YOU PAID FOR THE SOFTWARE, WHICHEVER IS LESS.
EXPORT ADMINISTRATION: You agree and certify that neither the Software nor any other technical data received from us, nor the direct product thereof, will be exported outside of the United States (U.S.) except as authorized and as permitted by the law and regulations of the U.S. If the Software has been rightfully obtained by you outside the U.S., you agree you will not re-export the Software nor any other technical data received form us, nor the direct product thereof, except as permitted by the law and regulations of the U.S. and the laws and regulation of the jurisdiction in which you obtained the Software.
GENERAL: This Agreement will be governed by the internal laws of the State of Ohio without regard to choice of law provisions. Should litigation arise concerning this Agreement, the prevailing party shall be entitled to attorneys’ fees and court costs, in addition to any relief it may be awarded. In any legal action relating to this Agreement you agree (a) to the sole exclusive jurisdiction over it by a state court in Lorain County, OH or a Federal Court for the Northern District of Ohio; and (b) that if you bring the action it shall be instituted in one of the courts specified in subparagraph (a) above. This Agreement pertains only to our software. Any other software or other products sold with or in conjunction with a product from us are not subject to this agreement, but their own respective licenses. This Agreement may only be modified by a written amendment signed by both you and us. The Software is licensed to you only upon the terms and conditions contained in this Agreement. IN THE EVENT THAT YOU OFFERED TO PURCHASE THIS LICENSE ON ANY TERMS OR CONDITIONS WHICH ARE INCONSISTENT WITH THE TERMS AND CONDITIONS HEREIN, THOSE TERMS AND CONDITIONS ARE EXPRESSLY REJECTED, AND THE SOFTWARE HAS BEEN DELIVERED ONLY AS AN ACCOMMODATION TO YOU FOR USE ONLY UPON THE TERMS AND CONDITIONS HEREIN. This Agreement constitutes the complete agreement between the parties and supersedes all previous agreement or representations, written or oral, with respect to Software and related documentation specified herein with the following sole exception: if this license is being provided to you solely for the purposes of evaluating the Software under the terms of a separate Evaluation and System Order Agreement, the terms of that Order Agreement shall be incorporated into this Agreement in full. In those provisions were the terms of the Evaluation System Order Agreement conflict with the terms of this Agreement the terms of the Evaluation System Order Agreement shall govern and prevail. If any provision of this Agreement is determined to be unlawful, void, or for any reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement.