(END USER LICENSE AGREEMENT)
This End User License Agreement (“EULA”) governs use of the accompany software (GumProof / gp.vip.graphics) created and distributed by VIP Graphics (“Provider”). If you (hereafter, “User”, and collectively both, the “Parties) use the software (“Application”), you accept this license. If you do not accept the license, do not use the software.
1. Purpose & Responsibilities
1.1. Purpose & Summary
This EULA will facilitate the software sharing agreement between the Parties for the duration of the User leasing & using the Provider’s software for it’s digital marketing automation purposes (collectively, the “Service” or “Services”).
1.2. Responsibilities of the Provider
The Provider grants you a revocable, non-exclusive, non-transferable, limited license to install and use the Application solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.
The Provider acknowledged that they shall be responsible for performing the following in a reasonable & timely manner: (a) Provision of Provider’s proprietary marketing automation technology (hereafter, “Software”) to the User at a previously agreed-upon monthly cost per our Pricing Plans, (b) regularly reporting performance of the Software; (c) sending real-time notifications of data and/or leads captured or recovered using the Software.
1.3. Responsibilities of the User
You warrant, represent and/or agree not to, and you will not permit others to:
- contribute any Content that…
- infringes, violates or otherwise interferes with any copyright or trademark of another party,
- reveals any trade secret, unless the trade secret belongs to you or you have the owner’s permission to disclose it,
- infringes any intellectual property right of another or the privacy or publicity rights of another,
- is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party,
- creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity;
- contains other people’s private or personally identifiable information without their express authorization and permission, and/or
- contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. GumProof reserves the right in its discretion to remove any Content from GumProof, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law. By uploading Content to the Gumproof, you warrant, represent and agree that you have the right to grant GumProof the license described above.
- upload, post, email, transmit or otherwise make available any information, materials or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invades another’s privacy, or promotes bigotry, racism, hatred or harm against any individual or group;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- reproduce, duplicate or copy or exploit any other portion of the Gumproof, without the express written permission of Gumproof;
- use any manual or automated software, devices, or other processes to “crawl,” “spider” or “screen scrape” any web pages contained in the Gumproof;
- license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
- phish, collect, upload, post, email, transmit or otherwise make available any login data and/or passwords for other web sites, software or services;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- reverse engineer, decompile or disassemble any of the software used to provide the Gumproof;
- obtain, collect, store or modify the personal information about other users;
- modify, adapt or hack the GumProof or falsely imply that some other site is associated with the GumProof or Gumproof; or
- use the GumProof for any illegal or unauthorized purpose. You must not, in the use of the Gumproof, violate any laws in your jurisdiction (including but not limited to copyright laws).
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Gumproof, its users and the public.
The User confirms that (a) the Provider may use the findings from the use of this Software as a public case study, (b) the User may be asked to be a reference for prospective users of the Provider’s software. User does not have a proactive duty to display or promote the Provider’s name but may not seek to mislead others that the Services were provided by anyone other than Provider.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services. Any use of or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate. Under no circumstances will GumProof be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Services or broadcast elsewhere.
2. Intellectual Property
2.1 User Content.
User Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of User, and User shall be the sole owner of all rights in connection therewith. User hereby grants to Provider a nonexclusive, nontransferable license to use, reproduce, and modify the User Content solely in connection with this MOU.
2.2 Third Party Materials.
All Third Party Materials are the exclusive property of their respective owners.
Each Party acknowledges that in connection with this EULA it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this EULA, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
3.1 By User.
User agrees to indemnify, save and hold harmless Provider from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of User’s responsibilities or obligations, representations or warranties under this EULA. Under such circumstances, User shall promptly notify Provider in writing of any claim or suit. User has sole control of the defense and all related settlement negotiations. Provider shall provide User with commercially reasonable assistance, information and authority necessary to perform User’s obligations under this section.
3.2 By Provider.
Subject to the terms, conditions, express representations and warranties provided in this EULA, Provider agrees to indemnify, save and hold harmless User from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Provider’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of User
GumProof reserves the right, in its sole discretion, to modify the EULA under which the software is offered. The most current version of the EULA will supersede all previous versions. GumProof encourages you to periodically review the EULA to stay informed of any updates.
All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
4.3 No Assignment.
Provider shall not assign, whether in writing or orally, or encumber its rights or obligations under this EULA or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of User.
4.4 Governing Law.
The formation, construction, performance and enforcement of this EULA shall be in accordance with the laws of the United States and the State of Arizona without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
Whenever possible, each provision of this EULA shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this EULA is held invalid or unenforceable, the remainder of this EULA shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this EULA, nor shall such headings otherwise be given any legal effect.
A valid credit card is required for paying Accounts. The GumProof is billed in advance on a monthly or annual basis in accordance with our pricing schedule and all payments are non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open Account.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. You agree to pay for any such taxes that might be applicable to your use of the Service and payments made by you herein.
DOWNGRADING YOUR GumProof PLAN MAY CAUSE THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF YOUR ACCOUNT. GumProof DOES NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.